


Demon Queen Mira

by OuroborousHD



Category: Fairy Tail
Genre: Asphyxiation, Ass Expansion, Ass Play, Body Modification, Breast Expansion, Breeding, Character Death, Cock Slut, Cock Worship, Corruption, Creampie, Deepthroating, Edgeplay, F/F, F/M, Face-Fucking, Forced Feminization, Futadom, Futanari, Genderbending, Hypnosis, IQ Drain, Impregnation, Large Breasts, Large Cock, Mind Break, Mind Manipulation, Mpreg, Multi, Porn With Plot, Prostitution, Sibling Incest, Spanking, Tentacles, femboy
Language: English
Status: In-Progress
Published: 2020-07-23
Updated: 2020-09-29
Packaged: 2021-03-05 04:54:31
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 7
Words: 46,837
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25458880
Author URL: https://archiveofourown.org/users/OuroborousHD/pseuds/OuroborousHD
Summary: Fairy Tail has won the Grand Magic Games but Mira is having trouble with one of her Takeovers.  It sends her spiraling on a path of sexual corruption and domination of others.  Who knows how far she will go?
Relationships: Mirajane/Multi
Comments: 31
Kudos: 112





	1. Breaking the Bookworm

**Author's Note:**

> This is my first fic and it was inspired by how criminally under represented I feel Mirejane is in other fics as the dominant, as well as the wonderful writings of other authors. I hope you enjoy.

**Notes for the Chapter:**

> Disclaimer: contains Futa on fem, corruption, and body modification

Ch. 1 Breaking the Bookworm

Mirajane could hardly believe it. Fairy Tail had finally reclaimed their top spot in Fiore, she just had one problem. The excitement of the tournament and her own performance left her struggling to deal with her rather large “problem”. Most of the guild didn’t know that she was a futanari, in fact only her sister knew that piece of information. Luckily, she was hiding it well due to everyone celebrating hard. Currently Mirajane was hiding in the back of their inn in Crocus trying to hold back the desire to bend one of the busty ladies in the guild over a table and filling them with so much cum they broke. To make matters worse one of her Takeovers was making her dick harder and more sensitive than ever. Additionally, her nipples were becoming increasingly hard against her customary red dress. Lilith was always difficult to control but it had never gotten this bad before. In her head she could hear Lilith sultrily whispering to her so many naughty suggestions.

_“Mmm… you have so many sluts to choose from my dear.”_

“Please, leave me alone Lilith.”

_“Oh, my dear I just can’t help myself. Just that blond bimbo alone makes me think of so many interesting ways to make her your slutty cumdump.”_

Lucy was in the middle of the room drinking alcohol provided by the Royal Family. The result was her strutting around the room jiggling her massive FF tits. Coupled with her sinfully short skirt that barely covered her large fuckable ass Mirajane wasn’t the only one having trouble keeping her out of their thoughts.

_“Just think about it dearie, shoving her down onto the bed and burying that thick hard rod in her throat, and watching her choke on it as she desperately tries to milk your balls for all their worth.”_

The problem was that Mirajane could easily envision this, in fact this was one of her regular fantasies that she milked her 12-inch cock to. Just listening to Lilith describe in vivid detail something she so desperately wanted to do was causing her untold grief. She shifted in her lounge chair as she tried to think of anything to make her throbbing erection go away. Fortunate for her she kept it strapped to her leg so others wouldn’t notice it. Unfortunately for her Levy noticed that she was uncomfortable and started tipsily making her way over sashaying her ass as she went. Out of all the women in Fairy Tail Levy held the unofficial title of most spankable ass. Wide hips held up her fat, jiggling ass cheeks as she made her way towards Mirajane.

_“Oh, look at her my dear, such a thick and fuckable ass. Mmm… she would look very nice with a nice tattoo right above those cheeks. Can you imagine her screaming your name as you mold that asshole to the shape of your dick? Ooh that idea has me all hot and bothered.”_

Levy plopped herself down to Mirajane looking slightly worried.

“Hey Mira, what are you doing over here by yourself?”

“Oh, nothing Levy.”

“Why aren’t you celebrating with everyone?”

“Haha… I’m just a tired Levy I think I might go to bed to a little early tonight.”

_“Are you sure you don’t want to bring her with you? I can make that happen very easily my dear. Her pussy is probably tighter than anything you’ve experienced.”_

“C’mon Mira come have fun with us. We won the Grand Magic Games; we should be partying all night.”

_“Hmm… I like her idea Mira, let’s do it. Let’s take her somewhere private and fuck her until she can only moan your name.”_

“No thank you, I think I will go to bed now.”

Having escaped from her immediate concerns Mirajane almost ran back to her room. As soon as she was able to, she changed into her nightgown and immediately sank herself into a deep sleep. As she slept Lilith was thinking to herself. She had lost to Mirajane years ago and no longer had the ability to possess her body. She honestly didn’t think that Mirajane’s attitude was healthy for her. Currently, she was contemplating ways to get Mirajane to let loose on what she wanted and claim the many fuckable sluts that were around her daily. Suddenly Lilith had an epiphany, “Ooh… that could work.” She couldn’t take over Mirajane’s body but she could make very subtle adjustments to a limited degree. Just enough for Mirajane to nudge herself into making a contract with her. Lilith started with something small, she simply ramped up Mirajane’s already hard to control sex drive into a more permanent concern.

“Fufufu…I can’t wait to see what happens.”

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Mirajane woke up the next morning in a state of discomfort. For whatever reason her morning wood was even more intense than normal. She could only consider it to be an aftereffect of the party last night and her guildmates showing off their busty bodies. Normally Mirajane could wait her morning wood out, but today it was too much.

Looking around Mirajane saw her sister Lisanna passed out in her bed, sleeping off the alcohol she had been drinking last night. Lisanna had evidently been very drunk when she came up as she was laying in her bed with her C cup tits splayed out to her sides. Mirajane suddenly found herself in a quandry. She couldn’t wait out her throbbing dick and her sister was there just presenting herself as an easy to get jizzrag. Mirajane hovered over her sister, the throbbing tip of her dick inches away from her sister’s pillowy lips. Before she could take that final step Mirajane dashed into the bathroom to change.

The moment Mirajane made it into the bathroom she immediately began to rapidly stroke her cock from base to tip. Not getting the stimulation she wanted Mirajane reached down with one hand and started fondling her balls while giving more attention to her throbbing glans. 10 minutes of this and Mirajane’s cock started twitching, to indicate that she was about to blow. Mirajane sped up her jerk off session until finally her eyes rolled up, her mind went white, and her cock spewed her hot cum all over her busty chest and face. Each spurt from her cock releasing less cum until finally it ended with a weak spurt onto the floor. Mirajane sat there in the bathroom while mindlessly licking up her hot, sticky load from wherever her tongue could reach.

Suddenly, a knock came from the door.

“Mira, are you in there?”

Coming down from her high Mirajane pulled herself together enough to answer Lisanna.

“Yes, I am just getting ready to run a bath.”

“Do you care if I join you sis?”

Mirajane came back to herself at that question. Clearly, she couldn’t have Lisanna witnessing the aftermath of her little session.

“Sorry Lisanna, if you don’t mind, I’d like some time alone.”

“Ok sis, I’m going to head down to eat.”

Hearing Lisanna head out of the room Mirajane finally breathed a sigh of relief, desperately hoping this was just a one-time deal.

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One week had passed since Fairy Tail won the Grand Magic Games. During this time the guild members were busy moving back to their guildhall and making minor repairs to the building. During this time Mirajane continued to have issues. Every morning she woke with intense morning wood. The second morning back in the dorms she woke to find her cock had grown another 3 inches. The fourth morning she found her balls had grown to the size of small apples and churned with even thicker cum. The fifth morning she noticed her cock was giving off a subtle aroma that instantly made her horny. On each morning she had to empty her balls, usually all over herself, and each time the load she shot out was more numerous and thicker than the last. After the sixth morning Mirajane could no longer relieve herself with her hands and ended up merely edging herself constantly.

By the seventh day Mirajane couldn’t take it anymore and was half mad with lust, when a familiar sultry whisper entered her mind.

_“Oh no dear what happened to you?”_

“Lilith. My cock is so hard and my hands aren’t doing anything. I need to fuck something.”

_“Mmm… well I can’t make it go away but I can make it easier for you.”_

Mirajane could barely hear Lilith and she furiously stroked herself off trying to cum while moaning.

“Hooooowww?”

_“It’s quite easy my dear. We can make a deal; you’ll take my place as the Demon Queen. All I want is to feel the sweet satisfaction again. So, what do you say Mira?”_

“Yeeeeeeeeeees. Pleeeeaaaase… I wHaNt to CuM.”

_“Very well dear. Brace yourself. This is going to be intense.”_

A spark of magic pulsed through Mirajane and did a circuit around her body. Where the spark went, mind numbing pleasure followed. Mirajane tried to finger and stroke herself but was unable to move her body. The magic was keeping her in place while her pleasure soared to unimaginable levels. While she writhed on the floor her body started making changes. Her skin and hair kept their alabaster tone but her sky-blue eyes suddenly made a shift to bright orange while her lips became sleeker and puffier, with a layer of purple lipstick magically appearing. Her skin became softer and smoother while her DD tits swelled up to FF. In the small of her back she felt a strange itching before she suddenly had a lean spade tip tail. Where her shoulder blades were, she suddenly sprouted leathery wings. When the changes to her body finished the magic moved to her attire. The red dress she normally wore melted away as Mirajane violently coughed up a shiny black substance. It wrapped around her wide hips leaving the crouch open for her 15-inch dick to flop out, around her back and finally came to a stop when it joined together under her new and improved tits while small strands moved to barely cover her thick nipples, leaving a perfect view of her cleavage. The remainder of the substance wrapped around her arms and legs to form shiny elbow lengths gloves and thigh boots ending with a 4-inch stiletto.

The changes finally finished and Mirajane was free to move. Surprisingly her first thought was not to continue stroking her cock. She slowly took in her new body until Lilith suddenly interrupted her.

_“Well dear, how do you like your new self?”_

“Oh, I feel so sexy Lilith.”

_“Fufu… my dear you are the new Demon Queen. Being a sexy hell raiser is part of the package. So then, what do you plan to do now?”_

“I think I’m warming up to your idea about my guild mates.”

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Fairy Tail was still in full celebration mode a week later, though some guild members had started taking requests again. However, there was something missing from the guild hall. Mirajane hadn’t been to the guild hall for days. Lisanna had told the master she wasn’t feeling well but it was still unusual for Mirajane to be out for so long. Finally, Levy took it upon herself to check in on Mirajane.

Levy stood in front of the door to Mirajane’s room unsure of how to proceed. She was worried but Mirajane was one of the guild’s strongest members and it felt almost silly to be worried about her being ill. After a few more moments of hesitating Levy finally worked up the courage to knock.

“Mira, it’s Levy. Are you in there?”

Levy didn’t hear an answer come back so she put her ear to the door. Even listening as hard as she could she could only hear a soft thumping sound coming from within.

“Mira, I’m coming in.”

Levy carefully opened the door and slipped inside. Mirajane’s room didn’t have anything out of place. The only she could detect was an odd smell in the room. She slowly strode into the sitting room looking for Mirajane. She couldn’t hear the thumping noise anymore but the further in she went the stronger the strange scent became. As she was looking around, she heard the bedroom door open and Mirajane came out looking no worse for wear.

“Mira!”

Levy jumped and ran into a hug with Mirajane.

“Hi Levy. Sorry I haven’t been around. I was feeling a little run down and needed some time off. Why don’t you sit down and we can talk.”

Mira took Levy by the hand and sat her down on the couch before sitting down to join her. Levy immediately launched into discussing the changes being made to the guild hall. Mirajane engaged in the conversation but her thoughts were travelling in an entirely different direction. Ever since her change she had been thinking about which of her guildmates she was going twist into sexually depraved versions of themselves. Levy was most certainly on the list. Her fantastic as was too good to not fuck and she was eagerly looking forward to turning Levy into her personal butt slut cock sleeve. She just didn’t expect Levy to show up at her door at this time. It seems she spent a little too much time away from the guild testing her new powers. As Levy chatted away about the various goings-on in the guild Mirajane was slowly spreading a pheromone into the air. She was very much looking forward to seeing its effect on Levy when it got deep enough into her body.

“Hey Levy, how is your relationship with Gajeel going?”

Levy immediately ground her conversation to a halt. Her face immediately turned red as she tried her best not to think about her not so secret crush. She squirmed nervously in the couch as her eyes looked everywhere but Mirajane.

“Umm… I’m not sure what you mean Mira. There isn’t really any relationship between us.”

“Fufufu… It’s ok Levy, you can be honest with me. I’ve seen how you look at him. You practically drool over him at times, almost like you are desperate to see what he’s got downstairs.”

If Levy was red before her face just went to inflamed as she rubbed her legs together trying to think about anything else. Before she could do anything else, she felt Mirajane lean into her back and squish her large breasts against her as she sultrily whispered into her ear.

“If you want, I can help with your problem, make you more confident in yourself and your performance.”

Levy’s head was spinning as she heard Mirajane whisper naughty thoughts into her head. She didn’t know it but the pheromones Mirajane released were slowing down her thoughts and making her incredibly horny.

Mirajane didn’t wait for long before she turned Levy around and crashed her lips into hers. Levy’s eyes went wide as Mirajane aggressively and passionately thrust her tongue into Levy’s mouth, immediately asserting her dominance over the blunette. As Levy’s tongue got entwined with Mirajane’s she felt her body getting hotter and hotter with pleasure until she felt the need to start fingering herself. Before she could thrust her fingers into soaking pussy Mirajane broke off their kiss and let her come up for air. Levy gasped as Mirajane smiled mischievously at her, many sexy thoughts going through her head.

“How did that feel Levy?”

Levy couldn’t answer as her brain was still struggling to recover from the pleasure she was feeling.

“Oh, dear Levy it looks like it’s getting late. How about you stay with me tonight? We can talk more about your relationship tomorrow. Unfortunately, I only have the one bed so we’ll have to share.”

Levy could only dumbly nod as she let Mirajane lead her into the bedroom. Mirajane forced her out of her dress, revealing her sexy thong clad ass as she pulled a see-through black lace nightgown over her.

“My my did you have something naughty planned tonight Levy?”

Afterwards Mirajane changed into a matching lilac nightgown and pulled her onto the bed.

“Mmm… sleep tight Levy.”

Mirajane pulled Levy close to her body and snuggled against her while Levy’s head got buried in her massive tits. Levy tried to sleep but her dreams were filled with the passionate kiss she had with Mirajane earlier as well as some sexier thoughts. She vividly dreamt of sucking on her massive tits while Mirajane fingered her to an orgasm. All through the night Levy fidgeted as her mind slowly filled with naughty and kinky thoughts about Mirajane.

\------------------------------------------------------------------------------------------------------------------------------------------

Morning came and as she woke Levy found herself still buried face first in Mirajane’s FF tits. The warmth of her embrace made her feel not just good; it made her feel daring. She looked up and saw that Mirajane was still asleep. She slowly reached up and slipped Mirajane’s tits out of her nightgown. Drooling slightly, she grabbed her right tit and started sucking on it. Her mind continuously filled itself with a haze as she sucked and nibbled on the thick nipple, reaching over to the left tit she started fondling and kneading it. She continued worshipping Mirajane’s tits until she heard soft laughter coming from above her head. She looked up in shock as she saw that Mirajane was awake now.

Mirajane looked at her with a heated look in her eyes.

“If you wanted to suck on something Levy you only had to ask.”

Laughing softly, she gently pulled Levy away from her chest. It was at this moment Levy noticed that Mirajane’s eyes were bright orange instead of their customary blue.

“Mira, what happened to your…”

Levy’s question was interrupted as Mirajane put a finger to her lips. She smiled gently at Levy as she slowly pulled the nightgown overhead revealing her naked body. Her breasts weren’t anything to speak of but her hips and ass caused Mirajane to start salivating slightly. Levy instinctually brought her hands up to cover her small breasts as she watched Mirajane pull her own nightgown off. Her face went blank as she saw something she should not have missed before. Mirajane’s 15-inch bitch breaker flopped up in front of her and she just stared at it.

Looking at Levy’s reaction Mirajane silently laughed to herself.

“Why don’t you touch it Levy? It will help you in the future when you finally get with Gajeel.”

Levy nervously brought her hands down from her breasts and hesitantly held them in front of her. Seeing her so nervous Mirajane grabbed her hand and slowly brought it over until she wrapped it around her dick. Levy flinched slightly as she felt the hot iron hard meat pole throb in her hand. In an effort to get Levy moving on her own Mirajane reached behind her and pulled her into another searing kiss. Distracted by Mirajane’s tongue dominating her again her hand started to slowly stroke the hard cock in her hand. As she reached the throbbing glans, she started rubbing the leaking precum up and down creating a slick shine on her friend’s dick. Mirajane pulled away and watched with amusement as Levy kept stroking her, creating a nice even rhythm for her to enjoy.

“That’s good Levy, but I think it’s time we move on to something a bit warmer.”

Levy could only nod as Mirajane started gently pushing her head lower and lower until she had Levy’s face rubbing against her cock. As she did so the potent musk caused by her pheromones made Levy’s mind go completely blank, suddenly all that was going through her head was how much she wanted to taste the magnificent throat destroyer in front of her. She raised her head up and slowly stuck her tongue out and took her first lick. Immediately her eyes went wide as her brain registered what she could only describe as the best thing she ever tasted. She immediately dived back onto the Mirajane’s cock only to start gagging as she struggled to fit it into her throat.

Mirajane pulled her head back up until there were 4 inches of cock stuffed in her mouth before whispering to her, “Not so fast Levy, go slow and use your tongue more. Don’t forget to suck while you’re at it.”

Levy kept going at it using her tongue to swirl around the cock-head while occasionally hollowing her cheeks to suck on the tip before going back down.

“Gllhrk…Glrhk…Glrk. Mmm.. her cock tastes so good, I need this cock. Cum… **CUM…CUM…CuM**.

Levy started frantically throwing herself down on Mirajane’s cock until she finally managed to get it into her throat and suddenly was sucking on 10 inches of futa-cock.

“Well done Levy. Do you want my cum? Do you want me to blow my thick sticky load into your slutty throat?”

_“Oh, gods yes. Blow your load all over my mouth. **IMPREGNATE MY THROAT AND MAKE ME YOUR BITCH**.” _

Levy could only moan as her eyes rolled into her head while constantly spearing her throat on her cock. Finally, she felt Mirajane’s cock throb in her mouth before Mirajane reached down and slammed her face down to the base of her cock and blew her first load of the day down her throat.

Levy’s eyes started tearing as she fought for air and squirted on the bed while she gulped Mirajane’s hot cum down into her stomach feeling a pleasurable heat settle there. Meanwhile Mirajane started pulling her cock out of Levy’s tight throat pussy while her cock shot out a torrent of cum. When she pulled out to where the head of her cock was all that was left, she left it sitting there to finish out her orgasm. Levy finally got to taste her cum and immediately hollowed her cheeks so she could suck it out faster. Finally, Mirajane finished cumming and pulled her cock out of Levy’s mouth, smiling slightly as she saw it covered in her own cum and Levy’s throat slime. Looking down she saw Levy holding her mouth open to show Mirajane that she gotten every drop.

“Get a good taste Levy then go ahead and swallow.”

Levy swirled the delicious cum all around her mouth for a full 5 minutes before she quickly gulped it down. After getting it all down Levy was left kneeling on the bed panting as her eyes started to glaze with uncontrollable lust.

Mirajane leaned back as she saw Levy unravel until finally, she had to speak up.

“Levy why don’t you come over here I have something I want to do.”

Levy slowly registered what Mirajane wanted and crawled her way over to where she was laying at the head of the bead. When she got to her Mirajane turned her around and sat her down on her chest so she could marvel at her fantastic ass cheeks. Mirajane groped and kneaded Levy succulent cheeks, loving the way her soft and supple ass felt in her hands. After kneading for a few more minutes a resounding slap echoed in the room as her hand was brought down on Levy’s right cheek.

Levy moaned as she squirted all over Mirajane’s chest as her ass cheeks jiggled from the impact. Seeing this Mirajane started alternating crisp slaps on Levy’s ass, each one causing Levy to devolve into a moaning wreck and she constantly orgamsed on Mirajane’s stomach while pleasing Mirajane as she watched her thick fat ass shake and jiggle. After 5 crisps slaps on each cheek Levy was left with two bright red cheeks as she rode her latest orgasm to its end.

“Levy, are you still with me?”

“ **YeSh**.”

“Good. Turn around for me.”

Levy turned herself around so Mirajane could see her face. Mirajane was pleased when she saw Levy panting like a dog. Looking down she saw Levy’s thong was completely soaked through with her own pussy juice.

“Levy, do you want me to come inside your pussy? Do you want me to make you into my favorite cock sleeve and pound you every night until you pass out from cumming?"

“ **PlEAsE fUCK mY PusSy MIrA. I WanT tO be fiLLEd WiTH yOur THicK baby BatTER.** ”

Mirajane gave her an evil smile as she asked one more question.

“Do you want me to turn you into my slutty demon servant? To be forgotten by everyone who ever knew you and serve me?”

Levy moaned out, “ **Yesssssssssssssssss!** ”

Mirajane laughed to herself as she raised Levy up and pulled her thong down her shapely legs. She lined up her cock with Levy’s virgin slit and rubbed her head back and forth over her soaking pussy lips. Levy couldn’t handle it anymore and moaned, “ **FuCk mE.** ”

“I will when you address me as Mistress.”

“ **PLEASE FUCK MY PUSSY MISTRESS MIRA.** ”

Mirajane reached around Levy’s hips and finally pulled her down onto her bitch breaker. Levy groaned with mild discomfort as Mirajane’s cock spread her open until she hit her hymen.

“Time to say goodbye to your virginity Levy. Don’t worry though I’m sure you will love what comes next.”

With an unceremonious thrust Mirajane ripped her way through the barrier blocking her. For the first time since she started molding Levy she groaned in pleasure. Levy’s pussy was so tight, it was so tight it felt like it was trying to rip her cock off as her virgin walls clamped down. Every fold and bump felt amazing on her cock as she thrusted in and out with abandon. Soon the room was filled with the groans of the two sexy women as Levy started matching with Mirajane’s thrusts by bouncing her ass up and down like a wild animal. Levy clamped down even harder when she felt the head of Mirajane’s cock hammer against the entrance to her womb.

Mirajane grunted as she started getting close to her climax. Panting Mirajane starting thrusting even faster as she cried out, “Here we go Levy. I’m about to pump you fill with my hot sticky cum just like you wanted.”

With a cry Mirajane gave one last mighty thrust and punched through into her womb as she orgasmed harder than ever before. Spurt after spurt of her spurt of her magic cum filled every inch of Levy’s womb.

Levy let out a high-pitched squeal as she felt herself being filled to the brim and beyond as Mirajane’s cum started leaking out of her pussy onto Mirajane’s stomach. As she orgasmed a dark red crest, that had the appearance of a spiked heart with bat wings, began to appear right below her navel. When the crest fully formed a spark of magic jolted through Levy’s body. When it finished running through her skin became even paler while her hair color changed to a light blue shade. The next part of her body to change was her breasts as they swelled from her tiny A breasts to a perky set of DD breasts, giving her a fantastic hourglass figure. Her eyes changed from their soft brown to a striking purple while her eyes and new puffy lips were lined with blue to match her hair. After the transformation was over, she slipped off of Mirajane’s cock and collapsed on her side next to her.

Mirajane looked over at her new cock drunk servant, gazing at her with a hungry expression. She sat up and started stroking Levy’s hair as she tittered. “That was very good Levy, but we aren’t done yet.”

Levy could only lie there in a haze as she internally rejoiced at what was coming.

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Mirajane woke up the next morning after spending all day and night emptying her balls into Levy’s pussy and mouth, she wanted to save Levy’s asshole for something special. The first thing she felt when she came to was a warm wet sucking around her cock. Looking down she saw Levy spearing herself her cock, she still couldn’t get it into her throat easily on her own but she was making progress. Mirajane pulled her head up and smiled.

“That’s enough my little pet. As much as I want to fuck your throat pussy all day we have work to do.”

Levy licked her lips as she asked, “What is that Mistress?”

“Hmm… I think the first thing would be getting some more servants while we take over the guild, but first thing I think we will rename you Levy Whoregarden.”


	2. Feminizing the Fire Mage

**Summary for the Chapter:**

> In an attempt to increase the number of S class mages, Mira and Romeo go on a training journey in the mountains. What Romeo doesn't know is Mira has a different type of training in mind.

**Notes for the Chapter:**

> Since you all seem to enjoy my first chapter, I went all out on this one in an attempt to give you more. I hope you enjoy this entry in all is glory.  
> (Disclaimer) Contains character death, feminization, femboys, breastfeeding, and more corruption

Ch 2 Feminizing the Fire Mage

Mira and Levy woke up early in the morning to begin their trip to the guildhall. Mira used this as an opportunity to ensure her illusion magic was working on the town residents. Her illusions had two levels. One was visual and the other allowed her to change her body physically. While the townspeople could only see her quietly walking toward the guild the truth of the matter was, she was hard as iron as her cock flopped around thanks to her sashaying her wide hips. The knowledge that she was being watched by others who couldn’t see her real self had her leaking pre cum all over the stone path leading up to Fairy Tail.

Behind her Levy clacked noisily down the path in her new outfit, drawing the stares and ogling of every man in front and behind her. Her top consisted of a black string bikini bra that barely covered her nipples. Over the bra was a small orange tube top that did a fantastic job of pressing her boobs tightly together with a perfect view of her cleavage. Her arms were covered by pink fingerless latex gloves that stopped just before her elbows. Her fat jiggling ass was cradled in black booty shorts which did not hide the strings of her thong that were resting on her wide hips. From her shorts to her ankles her smooth pale skin was encased in black fishnets and her feet were clacking down the stone path in purple heels.

Levy was excited by all the attention being given to her due to her sexy new outfit. Looking over she saw a few men had popped boners staring at her causing her to give her lips a subtle lick as she thought about dragging them into an alley for a quick blowjob. Before she could turn her thoughts into action Mira called back to her, “We aren’t far now Levy, focus now.”

Levy jumped back to reality with a quick, “Yes, Mistress,” while she gave three men staring at her a steamy look and an extra strong sway of her hips before leaving them with their erections.

Mira walked through the doors to the guild hall with a cheery, “Everyone, I’m back.”

It took only a moment for the guild to settle down before it exploded in the next minute in cheers. From every corner of the guild came ecstatic cheers of, “Welcome back big sis Mira,” which firmly proved her status as the big sister of Fairy Tail. Looking around Mira carefully examined the faces of all the strong guild members. From Erza to Laxus to Natsu and even to Master Makarov himself, she could see no one who looked gobsmacked. Clearly even the master couldn’t see through the illusions she had cast around herself.

Mira called out to Makarov, “Master, I brought someone who wants to join the guild.”

Makarov looked over to where Mira was standing and promptly spit his drink all over the floor as his face went red. The woman Mira brought with her was flamboyantly erotic. Getting over his coughing fit he cast a quick look over to Levy before saying, “Well young lady go ahead and introduce yourself.”

Levy didn’t wait a second before she excitedly announced herself to the guild, “Hi everyone, I’m Levy Whoregarden and I use Solid Script magic.”

Levy announcement had a few different effects. People like Erza and Wendy went red in the face at what they heard while members among the older generation, Gildarts primarily, roared with raucous laughter. Then there were the dunces of the guild like Natsu, Grey, and Gajeel who just looked confused about what was funny.

Mira left Levy to her own devices as she approached Makarov. The moment she left her side Jet and Droy flocked to Levy trying to get closer to her. Mira reached Makarov’s side before asking, “Master, can I speak to you privately?”

Makarov took a moment to finish what remained of his drink before he grunted and led her to his office. As they walked in Mira cast magic that would keep anyone from hearing what was being discussed in the office. Makarov sat down in his before he looked at Mira and asked, “How are you feeling Mira?” Mira gave him a quick laugh before she responded, “I’m fine master I was just feeling run down due to all the excitement we had in the capital.” Makarov started roaring with laughter before he broke out in a wide grin, “Yes, that was a fun time indeed although I think we could have done without an invasion by dragons from the future.”

Mira joined him in his brief reverie before she brought the conversation to a more serious tone, “That is actually part of why I wanted to talk to you master. Given how dangerous that situation was I started to get worried about what we would do if something happened to you while we were in a widespread situation.” Makarov quickly sobered up as he contemplated Mira’s words, “Yes, it wouldn’t be too surprising if I were bite the dust if we encounter something on that scale again.” Mira fought her smile as she pushed an idea, “I agree master. In the interest of making sure we can respond in the worst-case scenario I wanted to ask you if you’ve thought who would take your place if we had to go on without you.” The atmosphere dropped to a somber level as Makarov answered immediately, “I have Mira. As much as I love my grandson, I can’t deny that appointing him as guild master would cause some tensions. Erza is far too straightforward and blunt and Gildarts is such a free bird that it would never work. Considering all of this I decided some time ago that I was going to announce you as my successor Mira.”

Mira was pleasantly surprised at this new as she was expecting she was going to have to make numerous nudges to get the master to agree to her being his successor. Giving him a soft smile Mira responded, “I’ll do everything I can to live up to your expectations master.”

Having finished their conversation Mira and Makarov left the office. Once Makarov got back to his preferred chair, he raised his voice to get the guilds attention, “Listen up brats. We’ve been through some tough times recently, and as much as we don’t want to think about it any of us could have ended up dead in the capital. I don’t want my potential death to lead you astray in times when you need guidance. As of today, Mirajane Strauss is hereby recognized as my successor.”

The guild respectfully remained silent throughout the speech. When Makarov finished each of them gave a mighty, “Yes master,” before they went back to their business.

Mira went to her usual station at the bar while Levy made arrangements with Makarov to be boarded in the dorm. Mira’s first day back at the guild passed by with frightening speed.

\-------------------

The guild awoke to an unhappy reality the next morning. Wendy had arrived at the guild early to see the master and found him dead in his bed. Porlyusica arrived at the guild within minutes of hearing the news only to confirm that Makarov had passed away in his sleep from a heart attack. The city of Magnolia was notified and they offered to arrange for his funeral in the city’s cemetery.

A week later the entire guild was present at the cemetery. In addition, many of the guild masters from their allied guild showed up as well with many of their core members. The Magic Council sent Lahar as their representative. The ceremony was quick and dignified. The city council member who volunteered to preside gave a speech on the many years of service Makarov gave to the city as a member of Fairy Tail. At the end of the speech Mira stepped forward. Instead of giving a speech she simply raised her hand, palm facing her, and formed an L with her index and thumb. Following her example, the remainder of the guild did the same, their final tribute to the man who was like a father to them all.

The funeral ended and the various guild members went their own way since the guild hall was closed for the day. Not far from the entrance to the cemetery Erza was being comforted by Milliana and Kaguya. Watching everything was Mira whose thoughts were far from comforting her guild mates. She was amazed that she was able to cause Makarov’s death so easily but thinking on it she realized that he was quite old. As she contemplated the future, she looked at several of her guildmates with a disguised hungry gaze.

For a week Fairy Tail mourned the loss of their guild master before Mira finally put a stop to it, “That’s enough everyone. We all miss master but he would want us to move on while keeping him in our hearts. We must carry on to preserve his memory.” A fierce gaze entered the eyes of the guild as they became energized. Mira dropped one more announcement on them. “In order to make us better I’m issuing a new mandate. All S class mages will take on a member of the guild in order to train them to be stronger. Inform me of your choices before the end of the day.”

The guild members became even more frantic at this news. The opportunity to be trained by a resident S class mage would rarely come around. The guild members started swarming Erza, Gildarts, and Laxus all of them trying to get their attention.

Detaching herself from the mob Erza made her way over to Mira before nodding her head towards the guild master’s office. The two women stepped inside.

Erza took a few moments before addressing Mira, “I like your idea Mira.”

Mira gave a small smile before responding, “I figured you would Erza. You always struck me as someone who valued personal growth. Have you already made a decision?”

Erza gave a firm nod, “I chose Juvia. She’s a bit rough around the edges but she has a lot of potential.”

As she finished her sentence Laxus barged his way into the office shouting while Gildarts followed, “Damnit Mira, you could have told us before announcing this you know.”

Smile still plastered to her face Mira quickly responded, “I felt with no time you three would pick the people you thought would have the best potential rather than simmer on who to pick.”

Laxus didn’t have an answer to that while Gildarts just laughed before speaking up, “Well, I decided I was going to take on Cana. Fatherly love not withstanding she does have potential.”

Laxus took a moment to think before he spoke up, “I’m taking Gajeel. Natsu is practically S class already so I think we should get another of our resident slayers up there with him.”

Erza looked at Mira before she interjected, “Did you intend to take someone on as well Mira?”

Mira nodded “Yes, I’m going to take on Romeo.” Erza looked surprised as she asked, “Why him?” Mira’s answer was swift, “I know he isn’t the most talented young mage we have but he has guts and doesn’t give up. Isn’t that enough?”

Erza took a moment to think before smiling and giving a nod, “Yes, the boy could make it to S class with enough hard work.”

Having finished submitting their decisions the three S class mages left the new guild master alone to deal with her new position. As they left Mira had a sultry smile appeared on her beautiful face. She reached down and softly stroked her cock as she fantasized about the near future, “Yes, he has quite a lot of potential.

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The next day Erza took Juvia with her and left for a training quest. Gildarts and Cana hit the bar before they left Magnolia while Laxus and Gajeel started their training with an intense sparring session in the guild’s arena. Romeo sat inside Mira’s office waiting for her to finish her paperwork before they could leave. Romeo was giddy with excitement. He was going to get trained by their new guild master, and the woman who was constantly claimed to be the most beautiful member of the guild. Romeo secretly had a crush on Mira, like most of the male guild members and had some difficulty with not getting distracted by her large breasts.

Mira continued to sign and stamp various forms while she contemplated how to proceed. _“Oh, isn’t he cute, thinking that I don’t know about his little crush.”_

Mira finished stamping her final form before she handed the stack to Lucy who had been appointed as her administrative stand in while she was away “training” Romeo. Having finished her paperwork, she stood and looked towards Romeo, “Let’s go Romeo. We need to cover quite a bit of ground before nightfall.” Romeo shot up immediately with, “Yes big sis Mira.”

Mira and Romeo caught the nearest magic train out of the city. During their trip Romeo was excited but was also showing some shyness at being in a small compartment with Mira alone. Their trip was uneventful and quiet. Mira slept while Romeo stared at the passing countryside. Every now and then Romeo would steal glances at Mira’s rising chest before looking away red faced.

Unknown to Romeo, Mira wasn’t actually sleeping but rather she was pretending to sleep. She was watching Romeo stealing glances at her chest and had to fight herself to stop from giggling at him. She had a plan now and she didn’t think it would take very long. Before either of them knew it, the train had come to a stop in the station, “Big sis Mira, we’re here.” Mira gave a fake yawn as she stretched her back, thrusting her generous chest towards Romeo’s face. Romeo went red and gave a cough as he hurriedly left the train compartment and jumped onto the platform. Mira laughed softly as she descended onto the platform before she resolutely marched towards the distant mountain range with Romeo trailing behind.

They made it to the mountain range in only three hours. Along the way Mira explained that Romeo was going to be fighting magical creatures that made their homes in the mountain. He would have to fight them on his own, Mira would not intervene unless the situation was lethal. Romeo responded much like Natsu would, by getting excited for a good fight. He wasn’t Natsu but that aspect Natsu’s personality had rubbed off on him easily.

Once inside the mountain range magical creatures immediately descended on them. Romeo launched into action flinging his signature purple flames at anything that moved. For his try it wasn’t too bad. The first wave of creatures totaled at 7 and in his first attack he knocked three out of the fight. From there it was an arduous slugfest as he threw fireball after fireball while the remaining four creatures tried to close in on him. One finally managed to do, its beak closing in on Romeo’s left shoulder when he gave it a flaming uppercut and sent it flying. The remaining three creatures took a moment to consider before they followed their instincts and fled. Romeo plopped himself on the ground as they run, thoroughly exhausted from the short but intense fight.

Mira walked up to the panting young mage with her angelic smile, the same smile that Romeo inwardly claimed he would do anything to see pointed in his direction only. As she looked down on him Mira praised him, “Good job Romeo. It wasn’t perfect but you fought well while outnumbered. I think your big problem right now is stamina, try not go full force right out of the gate.” Romeo smiled while simultaneously responding, “I wanted to fight them like big bro Natsu.” Mira gave him a slightly withering look before she responded, “That’s all well and good but Natsu has trained in the wild since he was old enough to walk. If you want to fight like he does then you need to improve your body. Now go sent up the tent.” Mira gave her lips a subtle lick, that Romeo missed, as she finished her light scolding. Romeo turned to the bag they had brought with them and start looking for the tent. As he pulled out the various things, he needed to set it up Romeo became confused. “Big sis Mira, I only see one tent in the bag. Mira gave it a moment before she replied, “That’s because there is only one tent.” Romeo sputtered before Mira cut him off, “I’m sure it won’t be a problem for us to sleep in the same tent Romeo.” Romeo could only give up in the face of the guild master’s statement.

Mira laughed to herself as she saw Romeo’s internal struggle. Sitting herself down on a log she began to cook some meat on the fire. As things stood her plan was going to work without an issue. Half an hour later she called to Romeo who was hunched over in the nearby trees, “The meat is ready Romeo.” A minute later Romeo hurried over his face bright red as resolutely looked away from Mira. Her new heightened sense of smell picked up on a certain scent coming from Romeo, the smell of fresh semen. Mira kept her smile in place as she watched Romeo approach the fire, _“Silly little boy. Of course, I know you were stroking yourself to me.”_

Romeo sat down in front of the fire and grabbed a meat skewer while looking at everything except Mira. He was afraid that if he looked at her too much, he would have to relieve himself again. His recent ejaculation had helped but it was a good idea not to push it. They sat and ate their meat in silence before Mira turned in for the night. Romeo decided to wait a little longer so he could make sure the fire was out, and so he could make sure Mira was asleep when he went to the tent. Once the fire was out Romeo entered the magical tent. Unlike most tents this one had the luxuries of home, like a bed. What Romeo didn’t realize until he entered the tent was that there was only one bed. Romeo cast his eyes around to see if there was anything else remotely comfortable to sleep on. He was out of luck but he couldn’t justify not sleeping in bed considering why they came. Natsu always told him it was important to let his body rest as much as possible after hard training. Coming to the inevitable conclusion Romeo quietly slipped under the blanket, only to groan in frustration at the sight in front of him. Mira was wearing a thin black see through night gown that did nothing to conceal the curve of her breasts. Romeo closed his eyes and tried to get to sleep while ignoring his renewed erection.

The night was late when Mira finally opened her eyes after pretending to be asleep for hours. In front of her Romeo was breathing gently as he traveled the land of dreams. Reaching down to fondle his erection Mira giggled as she watched Romeo have a wet dream. Smiling mischievously Mira slowly reached for Romeo’s right hand and pulled until she had his hand placed on her right tit. Finally, she cancelled the illusion magic that made her tits look like they were still DD. Her breasts immediately swelled back to their FF size and the stimulation caused Romeo to involuntarily squeeze. Smiling Mira closed her eyes and finally drifted off to sleep.

\--------------

Morning came and Romeo returned from his slumber with an odd sensation in his hand. Opening his eyes Romeo saw himself groping Mira’s breast. Romeo’s eyes went wide as he jumped out of the bed with embarrassment. Upon getting out of the bed Romeo noticed that Mira’s breasts were bigger than they were yesterday. His movements caused Mira to wake up. She sat up and gave a long stretch that left her massive tits bobbing up and down. Romeo asked before he could stop himself, “Umm… big sis Mira, why are your b-b-breasts bigger?” Mira looked down with feigned surprise before smiling, “Oh my. Don’t worry Romeo. This is what my breasts actually look like. I use magic to make them look smaller so I don’t draw too much attention.” Mira gave Romeo quick bats of her eyelashes before she asked, “You’ll keep my secret right Romeo?” Romeo turned around before stammering, “Of course I will big sis.” Romeo dashed out of the room to start breakfast before Mira could make his erection any more painful. Mira laughed to herself as she changed into a blue dress that had a deep V in the neckline, making it easy to see her massive tits and the soft, pillowy canyon between them.

After breakfast they packed up their camp and continued their journey through the mountain range. Along the way magical creatures of all varieties assaulted them. From flying beasts to underground attackers, everywhere they went more creatures came forth to be fodder for Romeo’s training. Taking Mira’s advice Romeo tried to fight smarter until his body was ready for constant full force fighting. He planted flaming traps, restrained beasts with his flame’s adhesive properties, and led them into positions where they couldn’t avoid his flames before they cooked them. Every time he pulled off a particularly skillful hunt Mira would show up next to him to praise him and give him an innocent hug, like he was her brother. Romeo’s spirit struggled to endure since every time Mira gave him that innocent hug, she planted his face right in between her massive tits, currently he has fighting not to get an erection as he fought with a large ape like creature. The creature raised its fists to deliver an overhead slam but had fire thrown into open mouth before it could. The ape collapsed in a heap, smoke trickling out of its nostrils. Mira clapped as Romeo finally ran out of stamina and collapsed. Fortunately for him the sun was beginning to set. Romeo once again set up the tent while Mira prepared the meat they had brought. Once Romeo was done, he started nervously glancing around, he was painfully erect and needed to relieve himself. Before he could get away Mira called him over to eat. Sitting down Romeo grabbed the meat skewer and ate with a gusto that Natsu would be proud of.

Once night fell completely and they were done eating Mira insisted that they turn in early. Mira entered the tent first and five minutes later Romeo followed secretly excited about what was waiting for him. Romeo saw Mira sitting at the small mirror brushing her hair. She was wearing a nightgown identical to the one she wore last night; the only difference was this one was lilac. Romeo noticed she wasn’t wearing a bra again and trailing eyes downward he saw she was wearing a sexy black thong. In order to escape the awkwardness, Romeo hurried into the bed as fast as he could and turned his back. A minute later Mira slipped underneath the blanket with him. Mira watched Romeo’s back with a smile on her face as she closed her eyes. Hours later when Romeo was convinced Mira was asleep, he carefully removed himself from the bed and left the tent, in the darkness behind him a glint of orange followed his movements.

Romeo quietly dropped himself to the ground outside the tent and pulled his dick out of his pants. His three-inch dick met the cold air and he shivered with pleasure as he started stroking himself. He couldn’t get Mira out of his head, her massive tits that jiggled every time she moved made him want to stick his head in her chest and just stay there. While he wondered how it would be to suck on her breasts Romeo started stroking faster as he grunted, “Unh… big sis please let me suck on your boobs.” As Romeo approached his climax a pair of hands came around his chest and two large soft pillows pressed into his back, “My my Romeo, if that’s what you wanted all you had to do was ask.”

Romeo froze as he heard Mira’s voice in his ear and felt her breasts pressed against his back. He turned his head and saw Mira giving him a sultry smile as she reached down and removed his hands from his dick. She pressed her mouth next to his ear and whispered, “Why don’t we go back to the bed Romeo?” Mira pulled up Romeo by his hands and gently pulled him back into the tent. Mira sat on her knees on the bed and had Romeo sitting in front of her. Mira looked at Romeo getting flustered and quietly giggled before she pulled his hand up to her breast. Romeo suddenly froze as he felt Mira’s boob in his hand through her nightgown. Her boob was so soft and firm, it molded to his hand where he squeezed and felt like the inside was marshmallow. Tittering at him Mira removed the shoulder straps of her gown and let it fall to her knees. Romeo sat there in disbelief as Mira exposed her heavy, jiggling tits to him. Her pink nipples looked so thick and suckable that he unconsciously felt himself moving forward. Romeo reached his hands forward and hefted her right tit before bringing his head forward. He started off with gentle licks of her nipple before he popped her tit into his mouth. Mira gave a soft moan as Romeo alternated being sucking and licking the nipple while he squeezed and kneaded her boob. Mira reached behind his head and pulled him in closer before she whispered, “Go on Romeo, give it a light nibble.” Romeo halted for a moment before he gently brought his teeth down on her nipple. His eyes went wide as he felt warm, creamy milk flood his mouth. Romeo pulled his lips off Mira’s breast with small ‘pop’ as he looked up, “Big sis you only let out milk when you’re pregnant right?” Mira stroked his hair before she replied, “Don’t worry about it Romeo, this is a side effect of my magic. Go on Romeo, keep going.” Nodding his understanding Romeo did not immediately resume worshiping Mira’s breasts. With a small look of worry Mira asked, “Is something wrong?” Romeo’s face flared red before he worked up the courage to speak again, “Umm… big sis I was about to cum when you found me. Could you help me finish while I drink your milk?” Mira’s smile returned to her face as she had Romeo lay down on her knees. She slipped her nipple back into his mouth while she reached down and started stroking his dick. Romeo groaned into her breast as her silky-smooth hand glided up and down his hard cock. The taste of Mira’s milk made his head swim as he gulped it down. Mira gave an encouraging moan as he gave a particularly hard grope as his nibble her tit and sped up her stroking. A minute later Romeo tensed in her lap before he let out a weak spurt of cum into her hand. Romeo went limp in her arm as Mira quietly put him back into bed before she licked his small cumshot off her hand.

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Romeo woke up the next morning in the best mood he had ever been in. The entire day he was an unstoppable force against the magical creatures that made the mountains their home. Any creature that stood in front of him was blown away in a burst of flames as he went on a rampage. The source of his invigoration was of course Mira. He was still blown away when woke up to find himself half naked with his head buried in Mira’s cleavage but he didn’t care after he realized that the previous night had actually happened. Mira stood back, watching Romeo as usual, a grin on her face as she saw her plan starting to come together. Romeo hadn’t noticed when he woke up but his skin had become silky smooth all over.

That night Mira didn’t wait until Romeo tried to sneak out. She directly came out of the tent wearing her lilac nightgown and pulled Romeo to the bed. There she had him lay in her lap while she let him gulp down her magical milk like it was the only thing in his life. While she did this, she gently stroked his cock until he came in her hand. Every time he came, she would make him watch as she licked up all the cum he shot out in one go. This would make him immediately get hard again and he would dive right back onto her massive tit.

This continued every night and every morning there would be some new subtle change to Romeo that went unnoticed by him due to the milk making him less aware. The second morning he woke up all the rigid muscles he built up had disappeared, to be left with soft fat. The third morning his waist had come in to give him the start of an hourglass figure, one that would fill out when his butt began to expand. When the fourth and fifth days came, he lost all his body hair and his thighs started to thicken from slow expansions.

When the sixth night came around Mira made a change to their routine. She dropped the illusion around her spade tipped tail and sent it down to the tight entrance of his ass. She made her tail split into numerous tiny tentacles that started to make their way into his ass. Romeo groaned as the tentacles slowly covered every inch of his anal passage. Everywhere the tentacles went they spread a slick substance that made him shiver in pleasure. Finally, the tentacles came to his prostate. When they reached his anal g spot, they slowly twined themselves around and gently squeezed. Romeo squealed in pleasure as his cock spurted in tandem with the tentacles squeezing. Mira looked down at Romeo to see his eyes rolling into the back of his head and leaned down to whisper, “Does it feel good to cum from your ass Romeo?” Romeo groaned back with a nod making her tit bob.

As Romeo slept on the sixth night Mira temporarily brought her cock out. Her 15-inch fuckstick was leaking copious amounts of pre cum since she hadn’t been able to cum for a week. Looking down at Romeo, who was facing her, she gently poked her cock head against his lips. She was delighted to see Romeo instinctively start suckling on her head, prompting her to let out even more pre cum. As much she wanted to make herself more familiar with his mouth, she had to take it slow. She smeared the pre cum from her cock all over Romeo’s lips and gave a soft moan when his tongue slipped out to give her head a lick.

The seventh morning brought the most noticeable change. Romeo’s breasts had become soft and smooth earlier and now they were finally starting to swell. Currently, they had swelled up to a B cup with sensitive nipples topping them off. In addition to his new breasts Romeo’s cock lost its ability to get hard. Over the course of his transformation Romeo started to crave nothing but Mira’s milk, to the point that on the seventh morning instead of eating the meat Mira prepared he nuzzled to her breast and drank until he was full.

The seventh day brought some challenges for Romeo. He was so horny that it was becoming more difficult to fight, such that Mira had to intervene three times. Mira looked down on him with a worried expression, “Romeo, what’s wrong.” Romeo panted as he answered, “Big sis, I really want to cum. Can you help me cum?” Mira just gave him her angelic smile as she said, “Of course I can help Romeo. First thing you need to do is strip and spread your cheeks.” Before the training journey such a request would have horrified Romeo but currently with how horny he was he didn’t think anything of it. In an instant Romeo was out of his clothes and was propped up on a log while his hands reached back and spread his now thick bubble butt cheeks apart. Romeo kneeled there panting as he waited for Mira to start. Her spade tip tail come around from her back and split into two. One half morphed into a thick cock while the other half morphed into slightly thicker tentacles from before. The tentacles slowly penetrated Romeo’s ass, while spreading their slick pleasure inducing substance around his walls, making sure to thoroughly soak his twitching prostate. After the tentacles finished their job, they exited his ass and they were replaced by the slightly thick cock positioning itself at his entrance. Mira stroked his hair as she asked, “Are you ready Romeo? I’m about to teach you the pleasure of assgasms.” Before Romeo could answer Mira shoved her tentacle cock in full force. Romeo shivered moaned in pleasure as her tentacle cock crushed his pleasure spot, causing him to cum all over the grass. Mira thrusted in and out of Romeo’s hole, making sure to put pressure on his pleasure spot every time she passed, each time causing him to cum into the grass. Moving her attention to the front Mira brought her tentacles to Romeo’s mouth. The tentacles caressed his outstretched tongue before they slowly inserted themselves into his mouth. They squirmed around his mouth and immediately dominated his tongue before they traveled down his throat. Their goal was simple, to change Romeo’s mouth and throat into a sensitive mouth pussy. While the tentacles did their job, Mira reached down to tweak his sensitive nipples and message his soft tit flesh.

She immediately threw off her dress laid back in the bed before she coaxed Romeo to come closer. Romeo crawled into the bed and resumed his sucking while Mira just stroked his hair and whispered naughty thoughts into his ear as she put her tentacle cock back into his ass with gentle thrusts. They remained this way all day and well into the night before Romeo fell asleep in her arms. Mira openly laughed as she brought her cock back out. Repeating what she did last night she brought her cock head up to his lips to smear her pre cum all over them before she stuck her head into his mouth. She left her cock there, while spraying pre cum inside his mouth, as she enjoyed the unconscious suckling and licking he was doing.

The final morning of their training journey arrived and with its arrival the last step in Mira’s plan. She woke with a stretch, her massive tits jiggling as she did, and looked over to see that Romeo was fingering his ass instead of sucking on her breasts for a change. In the time he was asleep some of the final changes to his body had taken root. His lips had changed from a thin line into a perfect pair of thick puffy dick wrappers while his new breasts swelled to a C cup. Down low his waist shrank further and his butt had finished its transformation into a bubbly cushion held up by with thick thighs. There was an excited light in Mira’s eyes as she watched Romeo trying to finger himself into cumming when she knew it would take something _much_ thicker to do the job. Mira removed all of her illusions; her dress morphed back into her sexy black ensemble while her 15-inch cock flopped forward, the head engorged from the frustration of not being able to cum for over a week. “Good morning Romeo. It’s time for your breakfast.” Romeo immediately stopped fingering himself and rushed to throw himself into Mira’s chest before Mira gently stopped him by placing her hands on his shoulders. “I thought you might enjoy something tastier than my milk. What do you say?” Romeo didn’t give the question much thought before responding, “Yes, please big sis Mira.” Mira placed her hands on his head and gently pushed him down until his face was right in front of her cock, “Go on Romeo, you have to work for your food.”

Romeo immediately started giving her cock long licks, going from the base up to her head where he swirled his tongue around getting it nice and slick. After getting her cock slick Romeo opened his mouth wide and took the head inside his hot mouth. Romeo’s first real taste of Mira’s pre cum sent him into over drive, to him it was the sweetest thing he’d ever tasted. He hollowed his cheeks and gave it hard suck, his thick dick pillows forming an air tight seal around the head. His tongue worked ferociously as he tried to lick up every drop of pre cum spewing from Mira until he was overcome with a need to take her cock deeper into his mouth. Slowly, he inched forward onto her cock, tongue constantly swirling and stroking her hot flesh rod, until her head reached the entrance to his throat and stopped unable to go further. Taking a moment to think Romeo suddenly threw himself onto Mira’s cock while swallowing, working his throat muscles hard to get his prize down his throat. Mira’s eyebrows raised in surprise as Romeo suddenly dropped his face to the base of her cock, he had managed to take her entire throat destroyer on his first try. His constant swallowing action squeezed her cock in the most heavenly way possible. Reaching down she felt around his throat and found it jutting outward from the size of her dick. Taking the opportunity, Mira stroked herself through Romeo’s throat creating more friction with his walls. Becoming impatient Romeo pulled his head back up until only the tip was left in his mouth, only to give the head a few licks before slamming his face back down. Romeo kept this up for a few minutes before he heard Mira grunt above him, “Romeo I’m about to cum,” and slammed his face back down to her base. Mira’s cock twitched before it erupted with torrential force spraying massive amounts of cum down into Romeo’s stomach. Romeo kept up his swallowing actions as Mira slowly pulled her rod out of his throat, desperate to keep her cock in him as long as possible as his stomach slowly inflated from the amount of sperm. His actions stopped once her head reached his tongue and he got to taste Mira’s semen; hearts formed in his eyes as he tasted what he could only describe as pure happiness on his tongue. Mira finally got her cock out of his mouth and sprayed what was left of her orgasm all over his face and breasts. Mira sat back and looked at her work, Romeo sat there covered in her jizz while her orgasm had left his stomach bloated to the point he looked pregnant. Romeo frantically wiped up the cum on his face before he slurped it down to join the rest in his stomach. Before he could the same with his new tits Mira interrupted him, “That was very good Romeo. I have a reward for you for such a good job.”

She reached under the bed and pulled out a bag. Before she reached in, she softly trailed her finger over his breasts to collect the remaining sperm. Once she had a thick dollop of her cum on her finger, she presented it to Romeo who gladly took her finger in his mouth to lick at his tasty treat. Mira got out the bed while pulling Romeo to sit on the edge. He sat there as Mira reached into the bag for his reward. The first item she pulled out was a pink latex thong that had a hole cut in the front for his small cock. She had him put his feet through the thong before having him stand up while she pulled them up his thighs. Romeo gave a small moan when Mira pulled the latex thong strings up past his thighs so they rested on his hips. The tension in the thong made his small sperm tanks stand out in detail while his 3-inch flaccid cock was left to flop around. “Fufufu… pink looks good on you Romeo. I think you’ll make a good slutty femboy.” Mira reached back into the bag and pulled two more items out. Reaching around his waist Mira put his new frilly pink micro skirt on, which covered up nothing but made his thick bubble butt look more prominent. Walking behind him Mira reached around and stuck pink heart shaped pasties over his sensitive nipples. As she brought her hands back, she took the opportunity give his boy tits a quick message. Mira reached down for the last time and pulled out gold heels that had a 3-inch stiletto. Rather than have him sit down to put his new heels on Mira had him balance on his toes while she brought his thighs up, one at a time, to rest on her shoulder while she slipped them on. Putting his feet back down Mira gave him one last look over. His transformation into a slutty femboy was almost complete. While she was assessing Romeo decided to go to the next level on his own. Romeo got in the bed and laid on his back, his pseudo pregnant belly sloshing around, before pulling his feet up to rest behind his head he reached down to spread his cheeks in invitation. “Big sis please fuck my ass.”

Mira was almost left speechless. Clearly her addictive and aphrodisiac laced cum had caused him to get impatient. Mira knelt in front of Romeo, her long thick cock bobbing up and down as she moved. She move his thong string aside while she positioned her pussy destroyer at the entrance to his ass and slowly thrust her way inside. All the training she had been doing with his ass was paying off, it was extremely tight and the pleasure she got from every inch of his tunnel was heavenly. Romeo was on the verge of breaking as the hearts in his eyes almost disappeared as they rolled up into his head when Mira reached down to use his new breasts to stabilize herself, making sure to knead and pinch his nipples. When Mira reached his pleasure spot the girth of her cock crushed it harder than ever before, causing Romeo to let out a squeal as his flaccid cock started spurting his cum all over his belly. Romeo’s squeal was the breaking point for Mira. She started thrusting her hips with animalistic force, every thrust getting her deeper into his ass. After several more thrusts she finally felt her balls slap into his ass, her confirmation that her cock was fully embedded in his ass. Mira halted her thrusting for a moment so she could enjoy the first time her entire cock had been encased in Romeo’s warm tight asshole. Romeo wasn’t as patient, “ **PLEASE BIG SIS. PLEASE FUCK MY SLUTTY ASS AND FILL ME UP WITH YOUR WARM CUM.** ” Mira laughed as she watched Romeo beg for a reaming and she thought she should give him what he wanted. She slowly pulled her cock back, making sure every inch forcefully rubbed against overly sensitive prostate. When her tip was at his entrance, she slammed herself all the way back in. Mira continued this process while Romeo screamed in pleasure as his brain was overloaded from his hyper sensitive ass, “ **Yes…Yes…YESH. MESH UP MY ASH SISH. MAKE MY ASH YOUR PERSHONAL CUMDUMP.** ” After minutes of intense ass reaming Mira finally thrust herself all the way in while screaming, “ **FUCK ROMEO, I’M CUMMING INSIDE YOUR SLUTTY ASS-PUSSY. TAKE IT ALL YOU FEMBOY WHORE.** ” Romeo felt Mira’s cum flood into him as he orgasmed without stop. As she pumped more into him his swollen belly kept expanding until it was big enough that he looked like he was about to give birth. While his belly swelled Mira’s magic crest began to appear above right above the crevice of his ass. When his new tramp stamp fully developed a spark of Mira’s magic was triggered. Romeo gasped as the pleasure surged through his body.

Mira looked down in joy as she watched Romeo’s pale white skin darken until it reached a healthy bronze tone that shined as his skin released an oily substance. His purple hair acquired red streaks on the fringe while his dick wrappers magically obtained a permanent layer of red lipstick. Mira pulled her cock out of his ass before she quickly reached into her bag and pulled out the last item. Wasting no time, she inserted the thick gold buttplug into his ass to stop all that fresh thick cum from escaping. Having plugged up her new toy Mira held the tip of her dick over his head, “How about you give me a kiss in thanks Romeo?” Romeo stretched his head forward and planted a kiss on her cockhead, leaving a red lipstick mark when he pulled away. “Fufufu… good boy. We’ll leave it here for today before I show you what your last gift is.” Mira slid underneath him and reached around so she could rub his swollen belly as she maneuvered her tentacles back to his mouth. Romeo obediently opened his mouth to let the tentacles back in where they continued their work on his mouth pussy. Mira chuckled as they spent the day and night in the bed again.

The morning of their departure had arrived. Romeo had spent the night having his throat modified while Mira constantly rubbed his swollen belly. When morning came, he found his body had absorbed all the cum Mira shot into him, returning his belly to its slim taut form. Mira took on the responsibility of packing the tent while Romeo kept her entertained. He constantly strutted in front of her in his new heels, making sure to swing and jiggle his ass. Mira finally finished packing up their supplies and turned to Romeo, “Did you forget about your last reward Romeo?” Romeo presented his ass and looked back while giving himself soft claps on the cheeks, “No Mistress. I was waiting for you to be ready.”

Mira gave a demonic smile, “What a good little slut you are.”

Her spade tipped tailed morphed into a new form, ending up as a blob in the small of her back. The blob extended into four tendrils, two reaching out from under breasts and two moving from over her hips. The tendrils moved steadily towards Romeo, the two tendrils under her breasts wrapped around his feet and proceeded up to his knees. Once there they quickly closed all around his calves and started to gently tug. Romeo, getting the idea, got on his knees and crawled over to his Mistress. Once he as at her heeled feet the tendrils tugged him up. His body left the ground as the tendrils pulled his legs around his Mistress’ body only for them to lock behind her breasts. Now he was dangling from his Mistress’ perfect body while his face was being drowned in musk from her divine cock. He felt her reach down and pull his head up so she could position her cock at his mouth. Following his training he opened his mouth wide as slid his head down, every inch of her cock disappearing into his throat before the remaining tendrils wrapped around his arms up to the elbow. The tendrils pulled his arms around her hips before they planted themselves on her ass. The tendrils around his palms merged with her so his hands were pressed firmly into her ass. The message was clear, grope and fondle his goddess’ ass as much as possible. A hidden tentacle in her corset slipped out and wound its way around the back of his neck, pressing him as deeply into her crotch as possible. Mira stroked his hair as the tentacles finished harnessing him to his Mistress’ body as she whispered to him in a sexy voice, “This is your last reward Romeo. You get to be my condom. I’ll put you on in the morning and let you take all the cum that I let out during the day. Maybe, if you’re a good condom, I’ll leave you on at night too.”

Mira grabbed the bag next to her and begun her long walk out of the mountain range with a giddy laugh, making sure to give her hips a thrust with every step, her first load of cum already being shot into Romeo’s throat. While her trip had been productive, she still had so much work to do at the guild and she was ready to start putting her grand plan into effect.

**Notes for the Chapter:**

> Well that wraps up chapter 2. I hope you enjoyed this one, i'll admit this one isn't in my usual wheelhouse but i enjoyed writing all the same. As always comments and feedback are welcome, but please keep it civil.


	3. Slutty Levy's Work in the Field

**Summary for the Chapter:**

> Levy has some fun while she runs around Magnolia doing jobs for Mira

**Notes for the Chapter:**

> Sorry for the delay. My AC went out for two days and that made it impossible to concentrate on anything. I set up a discord for those who want to talk about ideas or who want to make requests. https://discord.gg/WYD4ctm  
> (Disclaimer) contains feminization, femboys, and body modification

Ch 3 Slutty Levy’s Work in the Field

Levy woke up in her room the morning Mira left. She shrugged off her blanket and stretched her nude body, exposing her jiggling breasts, before she reached down to pinch her sensitive nipples and knead her soft tits. Getting bored with the pinching she hefted her boob up and popped her tit into her mouth. She gently sucked and nibbled on her tit while she slipped three fingers into her wet slit and started thrusting up to her knuckles. Eventually, Levy decided it was time to start the day, Mira had left her a list of tasks she wanted done before she got back. Levy reached into her wardrobe and started to get dressed. She reached into a drawer and pulled out a black 6-inch dildo, she reached back and shoved it straight into her ass all the way to the base. Mira hadn’t claimed her ass yet so she was training herself to take her mistress’ perfect cock. After squeezing down to make sure the dildo was secure Levy slipped into a black string thong and pulled it up to rest on her thick thighs. Levy reached into another drawer and pulled out a pair of blue booty shorts, she loved wearing booty shorts and in no time had her fat ass cheeks surrounded by the tight material. She really wanted to change to latex shorts but the one time she had tried it had taken half an hour to get them on, she still wasn’t going to give up though. Giving her nipples another tweak she put on black star shaped pasties before she slipped her breasts into her orange tube top and her arms into black forearm length latex gloves. Finally, she slipped on her new 3-inch blue pumps before giving herself a once over in the mirror. Levy felt herself getting a little wet and she gazed upon her slutty body and the urge to suck on a cock intensified.

Drawing herself away from the mirror Levy took another look at the instructions Mira left her. “ _To my slutty little servant. I’ll be away, training my new toy, for a little over a week. Below are jobs for you to finish before I get back. 1. Meet with the listed contractor and get the finalized blueprint, also pay the man for the materials. 2. Find some sexy girls and prepare them for our future clients, I’ll be testing them when I get back. DO NOT use girls from the guild. 3. Some of our clients may not be into slutty bitches so find an alternative for them. 4. Work up a list of influential individuals with secrets they don’t want people to know. 5. Train your slutty holes. Signed, your Mistress._ ”

Levy left her dorm room and made her way to Magnolia’s market district. Along the way she kept an eye out for individuals she could turn into prime slut meat. Swinging her ass, Levy arrived at the only magic construction company in Magnolia. Strutting her way in she hit bell before she rested her big tits on the counter and waited for the owner. Not a minute later a tanned skin man with large muscles walked into the room scratching his head, “Yeah yeah what can I do for….” The owner stopped in his tracks as Levy struck him speechless with her sexiness.

Levy flashed him a big smile before she went right to business, “I’m here to pick up the finalized blueprints and materials for this order.” She reached into her tube top and pulled a slip of paper from in between her boobs before handing it to the owner. The owner fumbled for a second before he grabbed the slip from her hand. Looking it over he went in the back and returned with a thick set of blueprints. He set the blueprints on the counter before he turned to Levy, “The materials are already packed up. The total comes to 50,000 jewels.” Levy blinked at the owner, she only had 40,000 jewels but had no intention of letting her mistress down.

Levy pulled herself back up before the sexily strutted her way over to the owner. Reaching down she felt his hard erection straining against her hand before she looked at him with a sultry look, “Hey mister, is there any way I could get a discount?” Levy gently rubbed her hand over his strained erection while licking her light blue lips. The owner started sputtering as he tried to move backwards but Levy wasn’t having it. Reaching around his neck she pulled him into a passionate kiss, her tongue making its way into every nook and cranny before she pulled away. Levy whispered into his ear as she backed away, “No one needs to know about this mister. If you want to give me a little discount, we can have some fun in the back.” The offer was what broke the owner as he gave a jerky nod and leaned for another kiss. The two passionately made out while the owner moved them into his bedroom.

Once the door closed behind them the owner broke the kiss as he dropped her onto his bed. Levy gave a giggle, “Oh is someone wanting to be on top?” He grunted as he peeled her booty shorts off to reveal her skimpy black thong. Pulling the material aside the owner exposed her dripping pussy before he wrapped his muscular arms around her legs and started to eagerly lick her slit. Levy let out a husky groan as his tongue poked around inside her pussy. Every lick made her release more moans, “ _By the gods can he eat pussy. Oh, I just want to tie him to my bed and have him eat me out every morning._ ” Levy let out a small squeal, when she felt him suddenly nibble on her clit, and squirted into his mouth.

Levy was getting more excited about this trade. Tired of being on the bottom she wrapped her legs around his head and rolled over. The owner suddenly found himself on his back as Levy started grinding into his face. Levy reached up and kneaded her tits while her partner increased the speed of his licking. As Levy rocked herself on his face the owner gave her nub another nibble, treating himself to another helping of her sweet honey before he noticed that she stopped moving.

Levy gave him another big grin before she slipped down to his lap. Levy rubbed her face against his bulge. Levy looked at him with a slutty look on her face before she said, “No hands mister.” Without giving him a chance to respond she pulled down his pants so his 7-inch cock flopped out and smacked her face. Levy immediately went to work kissing his cock from base to tip and leaving blue kiss marks where she went, “Mmm… not too bad mister.” Opening her cock-gobblers wide she took his entire cock into her mouth-pussy at once. She felt the tip enter her throat and clenched her throat to give it a good squeeze. The owner moaned and grunted as he fought to obey her no hands rule. Bobbing her head, she coated his rod in a shiny layer of saliva before she let it slide out with a ‘pop’.

Levy reached down and pulled her tube top over her head, exposing her pasty covered tits, “Fufu… are you ready for a good time mister?” Levy wrapped his cock in her cleavage and started to pump up and down. Seeing it bob out of her tits Levy gave his head a good lick each time it came up to her mouth until she leaned forward and took the tip back into her mouth. Levy sped up the bouncing of her tits as she gave his tip a hard suck. Hearing him groan Levy sensed his coming orgasm Levy let his tip fall out of her mouth and leaned her head back with her tongue held out. “Go on mister, cum on my face. I want to feel your sticky sperm all over me.” Letting out an animal groan the shop owner’s cock exploded into the air. Most of it landed on her face while the rest fell onto her thick titties. Levy wiped up all the cum she could and licked it off her gloved fingers.

“So, mister how about that discount?”

Barely conscious the shop owner gave her a grunt before he rolled over to rest, “30,000.”

“Thanks, I’ll leave it here on the bed.”

Levy got up and put her booty shorts back on before she fished out 30,000 jewels and dropped it at his feet. Levy grabbed the blueprints from the counter and went out back where she found the materials all neatly stacked, ready to be transported. Levy took out her magic rune marker and proceeded to draw a circle of runes around the materials. When she was done, she put some mana into the runes and watched as the materials where sucked into a hole to be deposited at the hidden construction site. Curious, Levy unrolled the blueprints to get a look at what Mira had planned. She was quite surprised at how expansive the plans were. Levy’s attention immediately got hooked when she came across the section marked ‘Breeding Room’. Levy panted in anticipation of her mistress’ plans before she decided to leave it and go about her business. Her urge to suck on cock not satisfied Levy decided to spend the rest of the day strutting around the market in the hopes that someone would make a move on her.

\-----------------

The next day Levy was lounging in a chair in Magnolia’s main square. Her eyes were scanning the crowds looking for candidates to fill Mira’s second and third tasks. In the distance she watched a group of three girls, that she didn’t recognize, entering the square. They were all of average height with different hair colors. There was a redhead, a blond, and the last one was a greenette. The redhead had bouncy D cup tits while the blond was sporting a firm C cup. Next to them the greenette’s flat chest was a bit disappointing. Levy watched them carefully as they made their way to the seats behind her while getting a listen of their conversation, “We need to be smart about it Anne. They just won the Grand Magic Games. We need to give them a reason to let us in.”

Levy smiled as she heard them talking, it seemed they wanted to get into Fairy Tail. The blonde and the redhead would make perfect sluts but, the greenette would take some work. Levy ‘accidently’ knocked over the glass she was drinking from. As it shattered, the sound attracted the attention of those around her momentarily. Leaning down to clear the glass away Levy made sure to flash her guild mark to the group behind her. The quickly quieted down as she heard one whispering to the others, “Oh gods there’s one of them now. We should talk to her.”

The group of women got up and moved to Levy’s table. Coming into her line of sight Levy guessed that each of the was 17 years old. The blond girl sat down first and stammered out a greeting, “H…hi there. You belong to the Fairy Tail guild, right?” Levy flashed them a welcoming smile, “Yeah. Did you want something from me?” The blond nervously smiled, “My name is Bria.” She motioned to the redhead on her right and the greenette on her left respectively, “These two are Anne and Teresa. We were hoping you could help us get hired by Fairy Tail.” Levy gave them another look over before asking, “Are you three mages? You don’t seem like you have any magic.” The three girls looked at each other nervously before Anne spoke up, “We aren’t actually mages but we want to be a part of the guild anyway.”

Numerous thoughts raced through Levy’s mind, “ _They’re perfect. Three girls new to the city with no connections, no one will miss them here._ ” Levy took a moment to think before she answered, “The guild master is looking for some new people to handle administrative work. Why don’t we go to the pub and talk?” The girls looked at each other excitedly before they followed Levy’s strutting form towards the nearby pub. Levy sent the girls over to a table in the back corner while she grabbed drinks. Grabbing the drink Levy slipped a little bit of magic into three of the mugs before she sauntered over to the table.

Sitting down Levy handed the girls the spiked mugs, “Drink up. This will give us some time to learn about each other.” The girls gratefully accepted the mugs and took a long sip before they started chatting in an animated fashion. Levy engaged them in conversation while she sneakily drew runes around their table, to make it so no one could see or hear them. After ten minutes of talking the three girls started to get groggy, their words getting slurred as they kept drinking from their mugs. Finally, after a few more minutes the three slipped off into dreamland with soft snores. Levy’s warm smile changed into a demonic one as she put some mana into her runes and her vision went black as they transported Levy, along with her new friends were sent to the new construction site.

A flash of light appeared in a field near Magnolia. At its center was Levy surrounded by three sleeping girls. Levy gave a whistle and a short man in a black cloak appeared out of nowhere with a trolley. Quietly, he loaded the sleeping girls onto the trolley before he started wheeling them to the base of a nearby hill. Levy followed along and soon enough a door, hidden in the hill, appeared before them. The man opened the door for her to let her enter first before he pushed the trolley in behind her. Levy clacked down the lacrima lit stone passage for 10 minutes before she entered a receiving room. The smell of wood permeated the room as Levy took a look around. The receiving room was large, the walls were painted a dark red color and had rich purple drapes hanging from the ceiling. Scattered around the room were various tables surrounded by soft chairs. Standing at the only door at the end of the room was a massive brute of a man. The muscles in his arm were prominent and thick bulging veins ran across them. His dark eyes were staring at Levy as she came up to him with a smile, “Hey there Bruno. How are the workers doing?” Bruno gave a shrug, “They are ahead of schedule. Looks like everything will be done in a few days.” Levy gave him a hug around his sizable arm, “Thanks Bruno. Mmm maybe one day, I’ll let you wreck my pussy while you choke me out with your big arms.” Bruno yanked his arm away from her, “Not necessary. As long as I get my money, we’ll be fine.” Bruno put as much distance between him and Levy. Even though interacting with her made him rock hard he knew that the slutty bitch in front of him was just as dangerous the sex goddess that hired them. These were the type of women he did everything he could to stay away from. Looking down at the trolley he jerked at the door with his thumb, “The prep room is ready in case you need it.” Levy responded with a mischievous lick of her lips before she curled her finger at the lackey rolling the trolley. Levy and the man entered through the door which closed with an eerie creak.

Behind the door was another lit passageway that led downward. After a short 5-minute trip the passage leveled off before they opened an ornate golden door. The door opened into what would soon be a magnificent hall that descended down to a raised stage with an ornate black throne. Levy and the lackey ducked behind the stage where they immediately entered a hallway with various labeled doors. They immediately entered the room labeled ‘Preparation’. Inside the prep room were multiple raised beds with soft red cushions. Halting the trolley Levy and her lackey dropped each girl onto their own bed. Once they were all in their beds Levy dismissed the black cloaked underling.

Levy decided she was going to start with Bria. The blond was breathing gently as Levy poked and prodded, figuring out what she was going to do first. She had a lot of modifications to do and little assurance she would be able to do it later. The first problem was identifying how much she could do. Unlike Mira, who could make full changes with just her cum, Levy had to make her changes through converting resources. The resource in question was their intelligence, if she converted too much of it, they would forget to breath and die. Going slow Levy started with Bria’s body. Just below her breasts she wrote in large letters, ‘ **SILKY SMOOTH SKIN** ’. Immediately she got watch Bria’s skin become clear of blemishes. Touching it Levy was satisfied to feel her skin was soft and smooth, perfect for rubbing cocks on. Moving up to her throat she scribbled, ‘ **TIGHT THROAT-PUSSY** ’. She couldn’t see the effects but since the first change worked, she didn’t need to so she moved on to her face. On her forehead she wrote her final change, ‘ **THIRSTY CUM-SLUT** ’. Levy noticed that Bria was drooling now that the magic was working. Leaving her Solid Script magic to do its work Levy went to Bria’s hair. Running her fingers through her silky golden hair she set it in a simple braid before she grabbed a collar she had stashed here earlier. Levy pulled the collar around Bria’s neck before she fastened the magic lock. The collar had a tag that read ‘BITCH’ and now that it was fastened it could only be removed by Mira. Levy gave Bitch a good slap on the face to wake her up. Bitch opened her eyes, her mouth held slightly open as she continued to drool. Levy inserted one of her gloved fingers into Bitch’s mouth, and was pleased to see that she immediately wrapped her lips around the digit and started sucking. Bitch kept sucking with a glazed expression on her before Levy removed her finger and removed her entire lower half of clothing. Having gotten out of her shorts and thong, Levy got onto the bed and dropped her slit onto Bitch’s face. Bitch wasted no time and started lapping at Levy’s dripping slit, her tongue forcing its way inside. Levy let Bitch lap at her dripping honey pot for a minute before she got off her face, “Good job Bitch. You’re going to make a great slut.”

Levy strode over to Anne’s bed. Levy decided to leave he hair alone as she gave her the same skin modification Bitch had. Looking at her D cup tits Levy smiled as she wrote, ‘ **MARSHMALLOW TITS** ’ on her breasts. Levy groped Anne’s breasts as her magic took effect, and felt them turn into soft pillowy milkbags. Levy went up to her face and wrote, ‘ **PUFFY DICK WRAPPERS** ’ to complete the transformation. Levy pulled out another collar, this one’s tag read ‘SLUT’, and promptly fastened it around Anne’s neck.

Finally, Levy arrived at Teresa’s bed and looked worried. The greenette didn’t have much for her to work with. If she made too many changes, she would end up dead, but her current body would only attract certain types of clients. Levy turned Teresa over to get a good look at her ass. It was average at best but it was still something to work with, unlike her flat chest. Levy gave them a quick slap before she wrote ‘ **FAT ASS** ’ on one cheek and ‘ **ANAL WHORE** ’ on the other. Levy stopped her modification to think. A spark lit up in Levy’s mind as she reached toward the space right above Teresa’s ass. There she wrote ‘ **PAIN SLUT** ’. While she let the changes finish Levy pulled Teresa’s hair into twin tails, perfect handles for handles for a client who wanted to sample her small mouth or tight ass. Grabbing the last collar Levy quickly fastened it around Teresa’s neck before she woke her up and pulled her to her feet. Levy glanced at the collar, reading ‘WHORE’, before she broke away.

Levy went and pulled the other two onto their feet and lined them up next to each other. Levy’s hands groped and fondled each girl, checking to make sure their sexier bodies would be up to Mira’s expectations. She walked up to Bitch and pulled her into a kiss. She probed Bitch’s mouth and found her pushing back with her tongue. Satisfied, Levy broke off the kiss and whispered into Bitch’s ear, ‘Your name is Bitch. You love sucking cock and swallowing cum. You live to serve Mistress Mira. Repeat it.” Bitch swallowed a couple of times before she muttered back, “My name is Bitch. I love sucking cock and swallowing cum. I live to serve Mistress Mira.” Leaving her Levy turned to Slut and roughly grabbed her big tits. While she pawed at Slut’s boobs she whispered, “Your name is Slut. You love being showered in cum. You live to serve Mistress Mira. Repeat.” Slut responded quicker than Bitch, “My name is Slut. I love being showered in cum. I live to serve Mistress Mira.” Levy finally turned to Whore and repeated the process while spanking her new fat ass. “My name is Whore. I love being spanked. I live to serve Mistress Mira.” Glad that the programming took hold Levy gave each of them their own crest tattoo on their ass. Finally, finished with her work Levy took a step back, “Well done girls. Remember to repeat that every day. Now, come make me feel good.” Levy laid back on a free bed as the girls proceeded to pleasure her pussy for the rest of the day.

\--------------

Levy was in full panic mode now. Days had passed since she had brought the three new sluts to the construction site. Now she was on the last day before Mira was supposed to get back. While she had managed to work up a list of people with dirty secrets, she hadn’t managed to find alternatives to the new bitches and it was making her nervous.

Now she was running around Magnolia, eyes desperately looking for something she could turn into results. After spending the entire morning searching, she still hadn’t found what she was looking for. She stopped at the square for food and sat herself down in a huff. Looking around Levy’s frustration grew until she finally spotted something that could work. Sitting across the square were three 17-year-old boys. All three of them were rather feminine and Levy’s brain was suddenly in overdrive with what she could do.

Leaving her food, Levy quickly stood and made her way over to the young boys. When she knew they were looking at her she started pumping her hips, making her jiggly ass cheeks bounce as she closed in. Levy reached the table and leaned forward, making sure all three boys had a perfect view of her bouncing titties, “Hey there boys. Do you want to have some fun with me?” The three boys were struck speechless as they struggled to process that this sexy bombshell just came up and asked if they wanted sex. Levy smirked at them before she went up to each of them and planted a kiss on each of their cheeks. Levy promptly turned around and began to strut away, making sure the boys had their eyes planted on her ass. Just as she rounded the corner, she gave her ass a quick spank just for them. The boys stopped asking themselves questions and hastily followed Levy. They turned the corner and were disappointed that they didn’t see her, but were quick to bounce back when they spotted a note tucked into a wall. They pulled the note out and it read, “Meet me at the marked hill as soon as you can.”

It took the boys 15 minutes to make it to the hill that was marked in the note. When they arrived, they saw Levy waiting for them having a drink. When she saw them getting close, she stuck her tongue out and sucked on the tip of the bottle with a lewd face. The boys felt themselves get painfully hard as they watched this slutty bimbo tease them. Levy opened the door behind her, “There is only one condition boys. You can’t tell anyone what you see here.”

The boys nodded dumbly as they followed Levy through the door. Levy led them through the receiving room, through the second passage, into the theater. The work was finally done and now the boys stood in a tall dark red room, that was gilded with gold and trimmed with purple. Scattered throughout the theater were raised stages with dance poles, as well as comfortable lounge chairs. Giggling at their reaction Levy led them to the center stage.

Levy sat down the edge of the stage and stared at them, “Go on boys. Let me see what you’re packing.” The boys dropped their pants with embarrassed faces. Each of them was sporting a small two-inch dick. Levy smiled as she slipped off the stage and squatted in front of them, “C’mon boys. Let taste your stiff cocks.” The feminine boys swarmed her with a lusty look in their eyes. Levy opened her lips wide as the first boy to reach her shoved his dick into her warm, wet mouth. The other two boys had to make due with Levy taking their cock in her gloved hands and giving them a heavenly hand job. Levy sucked and stroked the boys until she heard them groan. Levy sped up her strokes as they boys suddenly ejaculated on her hands and inside her mouth. Levy watched the boys pant as they came down from their high. Unfortunately, for them, she had plans for them and knocked them out with a direct surge of mana.

Levy smiled with relief as she saw, now naked boys, resting in their own prep beds. She never learned their names but that didn’t matter now as she pulled a bag of clothes from a closet in the room. Levy skipped over to the two left most beds and scribbled on their chests, ‘ **BOY TITS** ’. Levy wanted to jump in joy as she felt the two boys’ chests getting softer and fatter. Their chests stopped on the large size of an A cup before Levy flipped them over and scrawled, ‘ **BITCH BOY ASS** ’ twice on their cheeks. Grinning like a demon Levy pulled out two pairs of pink thigh high stockings, with the toes removed, and slid them up her new femboys, marveling at how well they hugged their new thicker thighs. Reaching back into the bag Levy pulled out matching pink silk panties. Sliding the panties up she positioned them so they pulled tight against their tiny balls, while leaving their small cocks poking out.

Moving to the last bed Levy had a different idea for him. Above his cock she wrote, ‘ **8-INCH DICK** ’ and watched as his tiny cock start to lengthen, “Yes, yes, yes this is going to be great.” Excitedly, Levy scribbled, ‘ **CUM FACTORIES** ’ on his itty bitty balls. Levy didn’t have to wait long before she saw them started growing and heard his cum start violently sloshing around, as the growing orbs went into overdrive. Levy went down to give the boys cock and balls a sniff, and went a little lightheaded as the growing musk entered her nose. “Oh, you’re going to make some clients very happy. Better take you for a test first though.” Levy gave his still growing cock some licks before she swallowed it into her mouth and started slurping. Levy’s tongue got a surprise as his leaking pre-cum was surprisingly tasty. Fondling his swelling balls Levy felt his cock throb and her eyes went wide as his cock started pumping massive amounts of cum into her throat.

Levy pulled herself off the big dick femboy, having managed to swallow all of his load, and looked at her work with pride. Two sissy femboys and one big dick femboy lay in their prep beds, still breathing gently as they slept through their transformations. Walking to each of them she drew the crest tattoo right above their twitching cocks. Smiling Levy clapped her hands, waking up all three of them. They all sat up groggily and looked at her with mindless grins on their faces. Levy finally relaxed as she fulfilled Mira’s final task. It turned out she was just in time as she heard a sultry laugh in the room, “They look good Levy.”

Levy jumped up as she heard the soft sultry voice grace her ears. Turning around she saw Mira. In her revealing corset, strutting towards her, with her cock stuffed into a tanned femboy’s ass and his belly swollen with her seed. Levy made her way over with unrestrained excitement, “Mistress, welcome home.” Levy knelt herself down in front of Mira and started worshiping her huge balls, kissing them passionately and sucking them into her mouth to smother them with her tongue. Mira reached her arm around her condom and patted Levy’s head gently, “It looks like you managed to finish all the chores I left for you Levy.” Levy moaned into her balls as Mira praised her. “I still need to check them so I’ll leave Romeo here with you,” at which Mira reached down and slowly pulled Romeo off of her cock before gently setting him on the ground. Levy looked down before she noticed that it was in fact Romeo who had been impaled on her mistress’ divine cock. A steady stream of cum was leaking from his ass while his mouth had been gagged. Levy made her decision and immediately shoved her face into his slutty bubble butt to lick at the leaking cum.

While she left Levy and Romeo to have their fun Mira walked over to her new femboys. Overall, she was satisfied with the soft squishy breasts and spankable thighs of the first two. “Roll over for me.” The two boys obeyed immediately and presented their asses to their new mistress. Mira groped both of their asses, pleased with how soft and malleable they had become. Raising her hands back she gave each of them a crisp slap on their cheeks. Mira heard a groan come from them as she laughed at them.

Mira left the femboys and went to check on her new bitches. Her three bitches were fingering themselves as they watched Levy and Romeo with glazed expressions, their drooling mouths hanging open and perfect for slipping a thick cock into. Mira thrust her 15-inch bitch breaker in front of them. A moment later Slut jerked forward and wrapped her soft doughy tits around Mira’s shaft. Mira let out a sigh of pleasure as Slut kissed up and down her shaft with her soft puffy lips. On her sides Bitch and Whore came over and started licking and kissing her cock that was sticking out from the top of Slut’s tit flesh. With their combined efforts Mira came after a few minutes, raining down her pearly load onto their faces and tits. Mira saw each of the girls cum when they felt her jizz raining down on them. Mira gave them a soft smile, “Good job my little sluts. Clean each other up.”

Mira left her sluts to clean each other with their tongues as she walked up behind Levy. She found Levy vigorously eating out Romeo’s ass, desperate to get at her mistress’ cum. Mira knelt and kneaded at Levy soft butt, “Hey Levy, I want you and Romeo to meet me in theater.”

Mira stood and made her way to the theater. Looking around at the good work the builders did she sat herself down onto her ornate throne, her large balls hanging off the edge of her seat. Mira heard Romeo and Levy’s heels clacking on the floor behind her, as she softly stroked her throbbing erection. Romeo and Levy came around her throne and knelt themselves in front of their mistress’ cock. Levy drooled uncontrollably as she fantasized about Mira spearing her throat again. She snapped back to reality as Mira’s voice entered her ears, “You did such a good job Levy. I think you deserve a reward. Get up here.” Levy eagerly crawled onto Mira’s throne and straddled her thick thighs. “Thank you, mistress.” She felt Mira reach behind her back and rip her shorts and thong to shreds. Levy quivered in excitement as Mira fondled the large dildo still lodged in her ass, “Fufufu… it looks like your ass might be ready Levy. How about we break it in?” Levy went straight to panting like an animal in heat, “ **Yes, please mistress. Mess up my ass. Break it until it only fits your cock.** ”

Mira smiled as she slowly pulled the dildo out of Levy’s ass. Once she had it out, she held it up in front of Levy’s face, “Open.” Levy opened her mouth for Mira who gently thrust the dildo in and out, letting Levy get a good taste of her own ass. After a few minutes of this Mira dropped the dildo and raised Levy’s ass up. “Are you ready Levy? I’m about to claim your ass as my personal property.” Levy responded by trying to drop her ass onto Mira’s cock, but was stopped by her hands. Only Mira was allowed to decide when her ass got reamed. Levy’s almost crying face stoked Mira’s sadistic side as she rubbed the tip of dick against her asshole. Tired of teasing her Mira slammed Levy down onto her cock. Levy’s eyes rolled into her head as she let loose a scream of pleasure. Mira leaned forward and pulled her dazed slut into a sloppy kiss while she gently thrust her cock into Levy’s tight ass, “Your ass is perfect Levy. It feels like it was perfectly made to take my cock. Maybe I’ll switch Romeo out with you.” Romeo didn’t like hearing that, “Please don’t throw me away mistress. I’ll be a better condom,” and threw his face into her large balls before he took one in his mouth to lick. Mira halted her thrusts to pet Romeo’s hair, “Don’t worry Romeo. I don’t want to throw you away. I was just thinking of changing things up.” Romeo purred into her balls as she resumed thrusting into Levy. Levy was in heaven as she felt Mira’s bitch breaker re-arrange her ass. Getting some strength back in her legs Levy raised her hips and slammed her ass back down in time with Mira’s thrust. “Hands up behind your head Levy.” Levy raised her hands up behind her head, letting her tits flop in every direction. “Bounce on my cock slut.” 

Giggling with excitement Levy manically bounced on Mira’s cock, squealing every time she landed on Mira’s lap and felt her cock bottom out in her. Mira reached up and kneaded Levy’s bouncing tits, occasionally giving her covered nipples a hard pinch. Levy kept bouncing until she felt Mira’s cock give a mighty throb and slammed her ass down with all the force the could. As she felt Mira’s cock pump gallons into her ass Levy finally passed out from the pleasure.

Mira chuckled as Levy passed out on her cock. Looking down she saw Levy had a small bulge in her stomach after being filled with her seed. Mira pulled her head into her chest as she stroked her hair, “Good job pet. We’ll be doing this often.” Mira decided she would just stay here tonight, “I think it’s your turn Romeo.” Romeo got excited as he saw what he would be enjoying for the night.

**Notes for the Chapter:**

> Hope you enjoyed this chapter. Soon i'll be opening polls for certain characters that I don't have concrete plans for. Feel free to leave comments but please remain civil.


	4. The Grand Opening

**Summary for the Chapter:**

> Mira and Levy's preparations have finally come to fruition. The result is a steamy night filled with debauchery.

**Notes for the Chapter:**

> Sorry for the delay. I had some mental health issues to take care, but I'm back and ready to deliver some spicy content for you. As usual if you want to talk outside of comments you can find me on my discord https://discord.gg/Mfbk7P3. Hope you enjoy.  
> (Disclaimer) contains prostitution, futa on femboy, vanilla sex, implied male on male, genderbending (male to female),

Ch 4 The Grand Opening

Mira awoke in her throne the next day with a moan. The sounds of slurping and moaning were floating through her head. Opening her eyes, she looked down to find Levy wrapping her tits around her 15-inch slave maker with a good 8 inches stuffed into her mouth. To the side Romeo was squirming with discontent, “C’mon Levy. Wakeup throat fucks are supposed to be my job.” Mira was so happy that Romeo was dedicated to his new role as her condom, “Don’t worry Romeo. I’ll reward you for letting her do this instead. For now, get over here and show me that ass.” Romeo happily skipped to his mistress’ throne and turned around so she could access his thick femboy butt. Mira stroked her hand over his slick, shiny skin. She was still having some trouble accepting that she was the cause of this particular change. Ever since he went through his transformation his skin constantly released this oily substance. It left his body shiny and perfect for rubbing her cock on, especially since it seemed to have some effect that made her cock get even harder.

Finished with her stroking Mira gave him a good spank before she slid her fingers into his gaping, for a normal cock, asshole. She quickly reached is pleasure spot and gently pressed down, causing Romeo to squeal and cum from his tiny dick. While Mira teased her precious femboy Levy continued with her slurping of the perfect cock in her mouth. After a week of practice, she was finally able to take all of Mira’s cock without issue. She used this skill now to suck in 12 of her 15 inches while she wrapped the rest in her pillowy breasts. Mira watched as Levy’s throat bulged from her thick rod. Reaching up she gently stroked herself through Levy’s tight throat pussy until she felt the familiar throb racing up her cock, “Here it comes Levy. Make sure to swallow all of it.” Levy’s eyes rolled into her head as she felt Mira’s thick cum race into her stomach. Mira pulled her cock out as Levy gasped in pleasure and swirled the leftover cum in her mouth before swallowing, “Gulp. Thank you for letting me drink your tasty cum mistress.”

Mira gently stroked Levy’s face as she looked at Romeo. “Time for work Romeo. Do you want it in your ass or mouth pussy?” Romeo let out more groans as Mira continued to finger him, “Mmm… please put it in my slutty ass mistress.” Mira chuckled at his answer, “Then get up here and make it happen.” Romeo quickly climbed onto her throne and presented his ass to her before he slammed into her lap. Mira purred in pleasure as her cock was once again enveloped in the glove like tightness of Romeo’s warm asshole. Reaching around her hips and arms her tentacles grabbed his limbs before they pulled them behind her, once more harnessing her condom onto her body. Not done with him Mira pulled her breasts apart, revealing her deep cleavage, before she whispered into Romeo’s ear, “Lean back Romeo. I have something for you.” Romeo slowly leaned his head back into the valley of Mira’s chest. When his head reached her chest, she wrapped him in her jiggly tits and left only his nose and mouth free.

Rising from her throne Mira made her way out of her new underground home while redoing her illusions, “Come on Levy. We have work to do at the guild.”

An hour after they left the construction site, Mira and Levy entered the guild hall with Mira giving a cheery, “I’m back everyone.” The guild gave her a roaring welcome, “Welcome back master.” Walking to her office Mira called over to Lucy, “Lucy, is Erza back with Juvia yet?” Lucy was passing out orders at the bar as she called back, “Not yet master. She sent us a message saying she was going to be away for another month.” Mira dodged Natsu’s flying body as Gray launched him before calling out, “Can you let Laxus and Gildarts know I want to see them.”

Mira entered her office and gave a low grunt as she let out a load of cum into Romeo, the first of many he would enjoy that day. On her desk was a stack of papers that only she could deal with. Sitting down Mira started to process her paperwork, making sure to thrust up every now and then. After ten minutes she heard a knock on her door before Laxus and Gildarts let themselves in. Gildarts wasted no time getting the conversation started, “Hey Mira. Welcome back.” Mira looked at him with a gentle scolding, “Its ‘master’ now Gildarts.” He nervously scratched his beard, unused to being corrected, “Sorry about that. I guess I’m still getting used to you being the master now.” Mira just smiled at them before continuing, “So, how are your trainees doing.”

Gildarts gave her big grin, “Cana’s is learning everything I teach her almost overnight, and she drinks like no one I’ve ever seen.”

Laxus just shrugged, “Gajeel is doing ok. He’s stubborn so whenever I beat him down, he just gets back up.”

Mira could only smile as she heard some news that would alarm most guild masters, but she wasn’t most masters. “Good. I look forward to seeing how far they’ve come along.” Mira felt her herself throb again as she fantasized about her plans for the two would be S rank mages. She let her control slip and fired off another load into Romeo’s ass as he gave a small moan, a moan that managed to catch the attention of Gildarts and Laxus. Gildarts looked confused as he asked, “Did anyone else hear that?” Knowing she wouldn’t be able to just pretend she didn’t hear it Mira offered another explanation, “I heard that Levy and Jet are getting closer. Maybe they decided to have some fun and got too loud?” Laxus blushed while Gildarts roared with laughter, “Well I can hardly blame the kid. She really is quite the hellraiser.” Satisfied with the possible explanation Gildarts and Laxus turned and left the office. Waiting a few minutes after they left Mira whispered to Romeo, “That was very close Romeo. You almost ruined us before we could get started and that is unacceptable. It looks like I’ll need to remind you how to be a good condom.” Reaching under her breasts she gently put her hand over his mouth. A black substance dripped from her palm and quickly started to enter Romeo’s throat. Once it reached the entrance to his stomach Romeo felt the substance expand and plug him up before it began to build up towards his mouth. Overflowing from his mouth, the substance began to smooth across his lower face and nose, finally ending in a shiny mask that gagged him.

Mira patted his head in sympathy, “I know you don’t need air anymore but maybe after you swell until you can’t move, you’ll learn how to behave.”

Throbbing again, Mira went back to her paperwork as she filled Romeo with another load. Finally, Mira came to a set of coded papers that Levy had left for her. Looking over the pages Mira became ecstatic at the information Levy had gathered for her. “Fufufu… looks like it’s time to get started.” Getting excited again, Mira let out a third load into Romeo and watched his belly start to swell.” Reaching under her desk Mira opened a small magic safe, that was bigger on the inside than the outside. Inside were an assortment of masks.

Levy meanwhile was getting things ready at the construction site. She was roaming around the theater making sure everything was perfect until she heard a noise coming from the ‘Preparation Room’. Levy crept to the door and slowly opened it. Inside she saw one of the men they hired standing over Slut’s prep bed. He was roughly grabbing her breasts while he dropped his pants to fish his cock out. As Levy crept up on him, she heard him mumbling, “Goddamn whores keeping such good pussy away from us. Yeah were getting paid but these sluts are just too good to leave alone. Bruno must be losing his edge if he’s scared of them. Hehehe…I bet a good dicking would put them in their place.” Levy smiled as she burned in anger. This ant thought he was good enough to stick his worthless dick in her glorious mistress. Finally, standing behind him Levy wrote the word ‘SHOCK’ in the air and watched as it electrocuted him until he passed out. Not a minute later Bruno, attracted by his underling’s screams, burst through the door. He saw Levy standing over his underling and when he saw the look on her face, as she turned to him, he felt himself break out into a cold sweat. “I think we need to have a talk Bruno.”

Bruno was nervously pacing in the receiving room. Levy had left to consult with Mira but before she had left, she made it very clear that he and his men were not to leave. A few hours later Levy return with a demonic smile plastered on her face. “Good news Bruno. Mistress agreed to keep employing you and your men.” Bruno gave a sigh of relief, he had been imagining horrible outcomes, his relief was short lived when he heard Levy continue. “There is a condition though. Mistress wants to handle punishing your naughty worker.” Bruno nodded, not trusting himself to speak when Levy was in her current mood.

\----------------

The mayor of Magnolia was in a bit of an unpleasant mood. His friend of decades had recently died and he was so busy with work that he wasn’t able to indulge in his guilty pleasure. He sighed as he thought about the girls, he wasn’t able to fuck during this busy time. His sigh turned to a groan as he felt himself get hard at the thought of those flat chests covered in his seed. A knock on his office door jolted him from his fantasy. Opening the door, he saw a brown package just lying there. Sitting back at his desk he opened the package. Inside was white mask with a gold colored envelope. He took a good look at the mask. It was some bird with a long beak. Wearing this, it would be impossible for anyone to tell what he looked like underneath. Setting it down he opened the envelope. Out fell a letter, “ _Dear Mr. Mayor. Attached to this letter is a gold card. If you wish to enjoy a night of pleasure and wonder you will never forget, please come to the marked location alone and with this card. I can assure you that you will enjoy your time in my care. I look forward to your patronage. Signed, the Mistress._ ”

The mayor was slightly confused by this letter. He couldn’t recall any businesses that provided the particular entertainment he enjoyed being in Magnolia. Usually, he had to travel three towns over in order to enjoy his pleasures. While he was lost in thought a photo fell out of the envelope. Looking down at the photo, he immediately got rock hard. On the photo was a girl with green twin tails wearing a black mask. The most important features however, were her flat chest and fat ass. Knowing this gem was within reach the mayor wouldn’t miss this gathering for the world.

That night the mayor reached the field marked on the map. He was wearing non-distinct clothing along with his bird mask. When he arrived he saw that he was not alone. Two men and three women were waiting in the field, each wearing a different white mask. The two men wore a tiger and wolf mask. The three women wore a cougar, fox, and parrot mask. The assembled crowd stared at their new arrival before they turned back to engage in mild conversation. Their conversation continued until they heard a door open. Turning they saw a bombshell blue-haired woman saunter toward them wearing a tight orange dress and black mask. Before they could ask any questions, the woman interrupted them, “Good evening everyone. We are pleased to see you all accepted our invitation. Before we proceed any further, please show your card.” Almost in sync each member of the group pulled out a small gold card.

Levy beamed at them as she continued, “Excellent. If every would follow me please.” Levy promptly turned around and proceeded through the open door, making sure to bounce her butt for the enjoyment of those behind her. The group of masked guests followed her down the lacrima lit path until they came to the receiving room. Turning again Levy address them while gracefully waving her hand towards the bar, “If you would like to wait here for a moment, I will inform mistress that you are all present. Please enjoy a drink from our bar while you wait.”

As their bombshell hostess left them, the men decided to share a table as the bartender brought them drinks. The lion masked man looked at the two of them before he finally spoke, “So, do either of you know what this place is?” The wolf masked man gave a short chuckle, “It might be better that we wait for our host to educate us. Why not turn our discussion to something else? Tell me gentlemen, what do the two of you do?” Now it was the mayor’s turn to be vague, “Politics.” His two new guests both came back him with a quick, “Business.”

On the other side of the receiving room the women were having an excited conversation. The fox masked woman was animatedly whispering to her two new acquaintances, “I’m telling you. This place is new but they have the most delectable pieces of meat available. The photo they sent me showed that he was at least 8-inches. The parrot masked woman giggled in anticipation while the cougar masked one simply tittered. They continued their steamy whispering until Levy returned.

“Thank you all for waiting. All the preparations have been made, so if you would follow me please.”

Levy led the group down the second passageway until they entered the theater. The masked guests muttered in awe at the grand room they found themselves in. All around they could see stages with dance poles, surrounded by comfy lounge chairs. At the bottom of the theater they saw an ornate black throne on a raised stage. Levy led them down into the theater before letting them wander to the seats they preferred. As they sat down levy proceed to stand next to the throne. After a minute, the sound of heels could be heard reverberating through the theater. The six guests stared at the stage as the masked embodiment of sexuality marched onto the stage, followed by six barely clothed figures.

Mira stood in front of her throne, a massively Romeo still speared on her cock, and addressed her guests. “Welcome everyone. I’m very pleased that you all accepted my invitation. This place is haven for those with unique tastes and I hope that your visit is special enough that you return. Before we begin however, there is a special event we have planned for you.” Mira waved her hand and a worker rolled a bound man forward. This was the worker who was caught in the prep room. Levy proceeded to suspend the bound man with his knees bent and legs spread wide. “The event we have prepared for you is very special. This man attempted to steal from me by using my property without permission or payment. So, his punishment will serve as a warning to others who might have similar thoughts. With that said, let’s begin. Enjoy your stay here at Demon Tail.”

Finished with her speech Mira directed one of her tentacles. It moved towards the bound man and as it did it morphed into a very thin needle. Mira jabbed the needle into the man’s neck and pumped a special substance into his blood. He jerked and writhed as soon as the substance hit his blood, it felt like his entire was body was on fire. Through the gag in his mouth he screamed and shouted in pain as tears streamed down his face. The onlookers were astonished at the show being put on for them. They watched as the man’s hair started growing longer, it acquired a nice sheen as it passed his shoulders. Down lower they saw his skin getting plump around the hips and chest and they watched in utter fascination as his average sized dick began to shrink.

Soon enough his chest expanded into bouncing breasts which shot past D cup and straight into EE. As his breasts formed his hips suddenly hastened their expansion and his, now tiny, dick and balls vanished and left nothing but a perfect and pink virgin pussy. Finally, his lips turned into soft puffy cock pillows, perfect wrapping around their new purpose in life.

The guests looked on with barely contained excitement as they watched a full-grown man turn into a perfect fucktoy for their amusement. The former employee, for his part, had stopped reacting halfway through his transformation. Mira looked down into her new property’s face and became a little concerned. She could see no spark of intelligence in her eyes. She wasn’t a giddy idiot like the others nor was she in a stupefied state from pleasure. She just wasn’t there anymore, her eyes just looked at her with a blank expression. “ _Looks like I broke her. I probably gave her too much for the transformation. Oh well I can just make her a low cost cumdump when we expand._ ”

Levy let the newly transformed woman down. As she knelt on the stage, she stared ahead of her with no emotion at all. Mira strode to the front to address her guests, “I hope you enjoyed this special event. Let’s move on the main event.” She waved her hands forward and her six toys came forward to present themselves in suggestive ways. “We will present each option for you. Those who want them for the evening may bid. Highest bid gets them for the evening. In the event you want some special option, please say so during the bid. Now let’s start with our first item.”

Levy brought Whore down to the center stage and let her give them a show. Grasping the pole, she ground her flat chest against the pole while she bounced her ass up and down. “This is Whore. She is a bit on the small size in the chest but her ass is quite beautiful and very spankable.” At these words Whore reached down with one hand to give her ass a light spank, making her soft cheeks jiggle. “We’ll start the bidding at 50,000 jewels.

Before anyone could start to ponder, a voice rang out through the theater, “75,000 jewels.” The bid came from the bird masked man. The rest of the room looked at him in surprise before they let him have his prize. “Sold to Mr. Vulture. Go on slut.” Whore hopped down from the stage and went over, giggling the entire way. Once she reached her client for the night she hopped into his lap and started grinding her ass on his hard erection. Vulture reached around and pinched her tiny tits as he enjoyed his prize.

Mira grinned at the development in front of her. 75,000 jewels was a substantial amount of money and she got that for a standard piece of meat. Mira clapped her hands and Levy brought Slut to the stage. “This one’s name is Slut. As you can see her tits are nice and plump, perfect for wrapping around your dick. Additionally, her tit flesh has been modified to be as squishy as marshmallow. We’ll start the bidding at 60,000 jewels.”

The competition was more intense this time. Wolf immediately raised the bid to 80,000. To his surprise however, Fox was the one who raised the bid next. She bid 100,000 jewels as she gave a sly grin under her mask. Wolf sweated for a moment before he shouted, “110,000 jewels.” Fox gave him a light chuckle before she struck the final blow, “200,000 jewels.” No more bids came from the room as Mira announced the result, “Sold to Ms. Fox.” Levy brought Slut around to Fox who was sporting a large erection through her dress as she eagerly pulled her into her lap.

The next two bids went by quickly. Bitch was sold to Wolf for 80,000 jewels while one of her femboys was sold to Parrot for 70,000. The final two auctions came up. The first one was her 8-inch femboy. He stood on the stage and thrust into the air with a giddy look on his face. Mira didn’t even get to start the bidding before Cougar softly called out, “150,000.” Seeing that no one wanted to bid Mira closed the sale and sent her big dicked femboy over to Cougar. Cougar immediately pulled him into her lap as she gently stroked his cock and buried his head in her sizable breasts. Mira was a bit disappointed as they came to her last femboy. She wasn’t expecting this one to bring in as much and was proven right when Lion eagerly placed a bid for 50,000 jewels.

Mira smiled at her guests as she wrapped up the auction. “I’m pleased to see everyone found something they wanted. If you would like a private room, then we will provide one at a cost of 5000 jewels. Otherwise, you are free to use the theater as you wish. Please keep in mind that damaging my property will result in punishment.”

Having finished the auction Mira decided she was going to have some fun herself. Leaning down to his ear she whispered to Romeo, “One more load before I take you off.” Romeo somehow moaned through his gag as he felt Mira pour gallons of cum into him, and swell his already big belly to impossible levels.” Mira sighed in pleasure as her latest orgasm finished before she reached under Romeo’s arms to hold him up. Her tentacles released his limbs, which immediately dropped and hung limply, and she slowly pulled him off her cock. When Mira finally got him off of her cock, she laid him down on the stage and watched, for a moment, as her seed spilled out of his gaping asshole. Mira looked up and caught two of her female guests gaping at her 15-inch dick, a slight string a drool flowing from their bottom lips.

Not all present were hypnotized by her large swaying cock. Vulture and Lion had already grabbed their purchases by the hand and were leading each of them to a private room. Looking at the remaining guests Mira was quite pleased. Fox had pulled her skirt up to reveal her own 10-inch dick and had Slut on her knees with her soft breasts wrapped around her thick member. Fox leaned back into her chair, groaning, as Slut dipped her head down and wrapped her pillowy lips around her cock head so she could suckle it, like it was a tasty treat. Fox tensed as she felt her cock throb before she let her cum splash all over Slut’s face. Slut started licking the cum off her face as Fox threw her into the chair and immediately went balls deep into her pussy. Fox thrust like a wild animal as Slut squealed in pleasure.

Down on one of the raised stages Wolf and Cougar decided to double up on their fun. Cougar and Bitch sloppily made out with each other while Wolf and the big dicked femboy pummeled them into each other with their cocks. Wolf grabbed tightly onto Bitch’s hips as he slammed in and out of her pussy while Mira’s femboy leaned into Cougar’s back and rutted into her like an animal in heat. The two constantly sped up their thrusts until they shoved themselves balls deep into the waiting pussies. Both cocks exploded with cum as the two women groaned in delight as they were filled up.

Over in her chair Parrot had her femboy bent over and was railing his fat ass with a large black strap on. Mira heard her giving her femboy a crisp spanking as she shouted, “ **Go on you femboy slut. Take that cock like the good whore you are**.” Several rough strokes later the femboy let out a tiny stream of jizz from his cock.

In his private room Vulture was in heaven. Whore knelt down between his legs as she made gentle licks up and down his shaft. The smell rushing up her nose made her giddy and in no time, she was sucking on the head of his cock, doing her best to milk him dry. Once he was nice and slick, he stopped her. “That’s enough. Hop up here.” Whore crawled into his lap and spread her legs wide, her pretty pink pussy on full display. Vulture grinned while shaking his head, “No no… turn around whore.” Whore turned herself around and squatted over his rock-hard erection. Vulture shivered in excitement as his hands roamed over her soft, fat ass cheeks. Finally, he dropped her down onto his cock. He moaned as Whore’s ass clenched around him and he brought he hand down with a loud, ‘Smack’. Whore started panting like a dog as her cheeks kept getting smacked, while her eyes glazed over. Vulture suddenly gave a loud groan as he shouted, “ **Here it comes you little cumrag**.” Vulture spasmed as he let loose his sticky load. Whore moaned as her ass started filling up before he pulled out of her and sprayed her back and ass white with his cum. Vulture gasped in exhaustion as he watched his little slut crawl over and wrap her lips around his flaccid member. “That was amazing. I’ll be sure to visit you regularly. Maybe your mistress will let me pump a baby into you.”

\-------------------

Hours later, Mira was back in her ornate throne as Levy serviced her big balls. Mira sighed in expectation as Levy alternated between sucking her balls into her mouth and massaging them with her soft hands. All around her the activities by her guests were coming to an end. Vulture took this time to return with Whore who was caked in white fluids. Bitch, Slut, and her two sissy femboys were in much the same state. Each of them was plastered with cum from the nights revelries and each was giggling dumbly as they were escorted back to the prep room. Taking her cue Mira stood again to address her visitors, “I see everyone had an enjoyable time here tonight. I will, of course, inform all of you when I will be hosting another get together. If you wish to bring a guest with you next time, then please make sure they keep the meeting to themselves. Afterall, we wouldn’t want an accident to bring us another special event.

Her guests slowly gathered themselves up and were escorted to the exit. Once all of them had exited her theater Mira let out a relieved breath. She had been very nervous about the grand opening. Fortunately, the even had gone extremely well and had resulted in a large sum of money coming her way. Levy continued her worship of her balls until Mira motioned for her to stop, which she did so reluctantly. “You did so well tonight Levy. I think you deserve a reward. Do you want to help me test a new little trick I learned?” Levy couldn’t be more excited, “Oh yes mistress. Please use my slutty body any way you want.” Mira patted her head in a motherly fashion, “Good. Then get out of that dress, it’ll just get in the way.” While Levy shed her dress, Mira went over to the still bloated Romeo. Looking down she saw Romeo trying to get up so he could get at her cock, but his swollen belly prevented him from getting up. “Don’t worry Romeo. You won’t be able to participate for awhile but I can still use you in some way.”

Mira promptly sat her big ass on Romeo’s face, making to rub her pussy roughly against his mouth. “If you want to be a part of our fun Romeo, then start eating.” Levy hopped her naked body over to where Mira was sitting. Mira patted her lap gently, “Go on Levy. I want to watch you impale yourself on my cock.” With a squeal Levy immediately sat herself onto Mira’s bitch breaker and rolled her eyes back when she felt it punch into her womb. Levy sat there in a euphoric bliss as Mira brought out two of her tail tentacles. She watched as the tentacles each split into four sections, to reveal the inside. The inside greatly resembled a mouth if it was filled with bumps and folds. Each of these ‘mouths’ gently drifted towards Levy before they latched tightly onto her tits. Levy whimpered as she felt the mouths roughly suck on her tits. Levy felt a thin tentacle wrap itself around her breast and squeeze. Suddenly, Levy felt a stinging sensation as a small needle stabbed into her nipples and injected something into her breasts. 

“Ahhh mistress, my slutty cow-tits feel strange.”

Levy squirted on Mira’s cock as an intense pleasure rippled through her chest. Looking down Levy saw her tits start to expand. Another ripple of pleasure racked her body as her tits made the jump from DD to EE cup. “Fufufu… well look at that Levy. Your naughty titties got quite a bit bigger.” Mira reached up and fondled her new bigger milk tanks, “That isn’t the only thing that’s different though.” Mira gave her tits a give hard twist and giggled as Levy’s tits started shooting out milk, “Oh my Levy. Looks like you really do have cow-tits. Let me get a taste.” She slipped Levy leaking tit into her mouth and took a good suck, the sweet creamy milk filling her mouth. Mira licked her lips, “Ooooh… I think we might have to turn you into our personal milk cow.”

Levy slowly came down from the sexual high she found herself in. She looked down and marveled at her new big, leaky tits before she slipped one into her mouth to get a good taste of her milk. “Mmmm…thank you for the present mistress.” Levy blushed a little before she asked, “Umm… if it’s alright can I get milked regularly?” Mira couldn’t help but laugh as Levy timidly squirmed on her cock. “Sure, you can Levy. I think I can find a way to make it very enjoyable for both of us.” Levy gave her a quick hug before she pulled herself in for a quick make out session. After breaking away for a break Levy asked, “So, what’s next mistress?” Mira took a moment to fondle Levy’s breasts before she decided to respond, “I think it’s time to bring in some of the family.”

**Notes for the Chapter:**

> Well here is the end of chapter 4. I know the last two were a little more plot heavy than smut but there will be some very spicy chapters coming in the near future. If you have any ideas you want to propose you can find me in my discord.


	5. Roping in Family

**Summary for the Chapter:**

> Mira and Elfman go on a hunting trip under the guise of solving a problem Mira is having. What Elfman doesn't know is that his big sis has some kinky plans for her little brother.

**Notes for the Chapter:**

> And I'm back you wonderful people. One of my readers hit me with a DM saying that my previous chapters felt rushed. Keeping that in mind I took more time to write this one. Hope you all enjoy this chapter.  
> (Disclaimer) contains futa on female, futa on femboy, genderbending (male to female), hypnosis, and more corruption.

Ch 5 Roping in Family

Weeks had passed since Mira opened her underground brothel. Since then Mira had hosted at least one of her VIP get togethers, and raked in a significant amount of money each time. She brought in so much money that she was able to start expanding her business ahead of schedule, and one month later she had three establishments open for customers of lesser means. Lesser means of course meant a lesser standard of product. While experimenting with one of her powers Mira went through a dozen men, all of whom were now sexy female dolls for her clients. She had tried various different dosages and the result was always the same, with the exception of their tits and asses which would have various results. Finally, Mira managed to get a transformation that didn’t result in an emotionless sex toy. Her newest cumdump could at least string a sentence together, when she wasn’t choking herself on a cock.

Mira was sitting on her throne reviewing her income for the week, while Levy and Romeo gave her a double titfuck. Mira moaned in pleasure as she felt Levy and Romeo rub their erect nipples up and down her shaft. As she enjoyed their soft tit flesh Mira’s thoughts went towards her current objective. She desperately wanted to bring Lisanna and Elfman into her world of depravity and sex. Her problem was that Elfman was very overprotective of Lisanna, to an unhealthy degree. He practically refused to let her go anywhere where he couldn’t protect her.

Mira groaned, a sure sign she was about to rain cum onto her slutty servants. Seconds later they got exactly that, sticking their tongues out to let Mira’s cum rain straight into their mouths while they licked up the rest. It was at this moment Mira had a lightning bolt moment. Mira came down from her high and reveled in her enlightened moment, “ _Yes. With the smallest dosage possible it would work_.”

Mira gazed down at her toys as they alternated swapping cum via kisses and licking more cum off the other’s face, “Hey Levy. I know you don’t want to hear this but I’m not going to be able give you your daily milking for a while. Romeo, you’ll need to stay here during this time. I won’t be able to use you as a condom while I’m gone.”

Romeo looked like he was on the verge of tears. He had finally gotten Mira’s approval, after he trained himself not to make a single sound while she filled him with her cum. Now he was being taken away from his goddess and it was agony. Mira smiled at him while she gently stroked his face, “Don’t be sad Romeo. I have a surprise for you when I get back.”

Romeo nodded as he felt the tears roll down his face. Mira looked at his tear streaked face and felt her cock throb. She gently pulled Romeo into her lap before she hefted her fat tit up to his lips. Romeo leaned in and began suckling her erect nipple. While he sucked and nibbled at her tit, Mira shoved her cock back into his tight asshole. Romeo’s eyes went wide at the unusual sensation he felt.

Usually Mira would roughly spear his ass but right now she was gently rolling her hips, making sure her head was stroked by every inch of his sensitive ass pussy. These loving thrusts made him purr into her breast as she started leaking milk into his mouth.

Levy, not wanting to be left out, came around to her side and tried to sneak in a make out sessions with Mira. Mira wasn’t having it as she forced Levy back, “Not now Levy. Right now, is Romeo’s time only.”

Levy pouted as she was denied the opportunity to worship her mistress. Smiling with a naughty look on her face, Levy proceeded to give Mira a show. She reached down and spread her pussy lips as she roughly kneaded her breasts. Giving her nipples a hard pinch, Levy thrust three fingers into her wet pussy. Pulling them out, she looked at Mira and sucked on her fingers with a steamy look on her face, “Mmmm… are you sure you don’t want to enjoy me mistress? All my tight holes are ready to serve your divine cock. If you want, I’m ready to be filled with your perfect demon babies.”

Levy’s slutty display certainly had an effect on Mira. Her cock got unimaginably hard inside Romeo’s ass but she wasn’t willing to stop giving her condom the affection he wanted. Mira snapped her fingers and Levy’s eyes went wide as she felt her arms lock themselves to her sides. Another snap of her fingers and Levy started moaning as she felt her pussy and womb ignite with a lustful fire. Levy moaned as she tried to dive her fingers back into her snatch, the inability to do so driving her crazy. Mira looked at her with a demonic smile, “That’s for being a selfish little whore. Stay that way for a day, and to make sure you don’t cheat.” Mira snapped her fingers again and suddenly Levy couldn’t move her feet.

Having suitably punished Levy, Mira directed her attention back to her purring condom. She felt herself getting close again and pushed her cock balls deep into his ass. She stroked Romeo’s hair as she started pumping her seed into his ass, “Here you go Romeo. Have a nice big serving of my sticky cum.”

Romeo gave a delighted squeal as he felt Mira pump rope after rope of her thick baby batter into his asshole. He felt his belly swell as her cum filled him up until it finally stopped, leaving him with a medium sized bump protruding. Mira pulled his head into her chest and smothered him as she whispered, “I have to go now Romeo, but I’ll be back soon enough. When I get back, I’ll let you have your surprise.”

Romeo nodded as Mira gently pulled him off of her cock and set him on the floor. Getting up from her throne Mira made her way out of her underground castle and headed to the guild. It was time for her to bring in some of her family.

Mira arrived at the guild an hour after she left her underground business. As she made her way to the front door, she heard someone calling to her from behind, “Morning Mira.” She turned and saw their resident red-haired knight making her way to the guild. Following behind her was the blue haired water mage she took on as her apprentice. Juvia looked exhausted as she staggered to the door, “Good morning master.”

Mira was slightly worried as she watched the zombielike behavior of the water mage, “Umm…Juvia. Is something wrong?”

Juvia’s response was lacking in emotion, “It’s nothing master. The training journey was just more tiring than I expected. I’ll be fine after I rest for a few days.”

Mira gave her a weak laugh, “If you say so.” She watched Juvia enter the guild, resisting the urge to smack her plump butt, before turning on Erza, “It wasn’t that bad was it?” Erza gave her tired look, “Of course not. All I did was repeatedly throw her into magic beast dens and force her to fight her way out. There were a few close calls at first but she started making real progress.”

Mira just smiled at Erza, her mind in disbelief at what Erza considered training. “ _I suppose it was foolish to think that Erza would do something normal for training_.” Erza broke into her thoughts, “How is the rest of the guild doing?”

Mira laughed to herself as she thought about the state of two guildmembers currently under her, “Nothing much has changed. Everyone just seems to be full of energy since we left Crocus. By the way Erza, I need you to watch the guild for about a week.”

Erza looked at her with worry, “Is there a problem Mira?”

She did her best to ease Erza’s worries, “Nothing is wrong. Elfman has been wound a little too tightly since the Games so I’m arranging for the two of us to go on a trip.”

Erza’s worry immediately changed into a gentle smile, “That’s a wonderful idea Mira. I know being the guildmaster means you can’t spend as much personal time with your family, so take this time while you can. I’ll make sure the guild runs smoothly until you get back.”

Mira pulled Erza into a tight hug, her strength giving Erza a surprise as she heard her armor creak with strain. “Thanks, Erza. We’ll be leaving tomorrow morning, so most of today is going to be paperwork for me.”

The two women marched through the guild’s front door, only to immediately be presented with a half-naked Grey flying at them courtesy of Natsu. They both side stepped the flying ice mage as they split and went their separate ways. Mira called out to her brother as she entered her office, “Elfman, can you come to my office?” Mira closed her door as she heard her brother’s loud voice, “Yes, big sis.”

Moments later Mira’s giant of a brother stepped into her office. Though he didn’t know it, Elfman was very popular amongst the female mages. His caramel skin combined with his giant muscular physique and white hair made him one of the men they secretly drooled over.

He gave her his confident smile as he walked in, “What’s going on Mira?” Mira motioned to him to sit in the couch she had placed in the office. “How do you feel about going on a family trip Elfman?” Elfman’s grin somehow got wider, “Let’s do it. When do we leave?”

“We’ll leave tomorrow morning. I’ve already got Erza watching over things while we’re gone.”

Elfman was practically bouncing with excitement, “I’ll go let Lisanna know.” Elfman made it one step before a chill settled on the room. Looking back, he saw his sister giving him the demonic smile that sometimes haunted his dreams, “Uhh… is something wrong Mira?”

“Lisanna isn’t coming with us Elfman.”

Elfman gulped nervously. Mira didn’t show that smile unless there was something going on. “Is there something I should know Mira?”

Usually Mira would insist that nothing was wrong, but she sat down with a mild blush on her face. Squirming in her chair Mira gave a vague explanation, “The trip is partially to deal with a problem I’m having.”

Elfman went into full brother mode. Mira may be older than him and more powerful but she was still his sister. “What’s wrong Mira? How can I help?”

Mira fidgeted in her chair as she muttered, “There is something I’ve never told you Elfman. I’m a futanari.”

Elfman froze in place. He had heard of futanari. They were rare but not unheard of and it was a huge shock to him to find this out. “So, what does this have to do with the trip?”

“I get… backed up. Normally, I leave every now and then to take care of it but after becoming the guild master I haven’t had time. So, I thought I would take this trip to deal with it and spend time with my brother.”

Elfman felt conflicted. He wanted to help her but this was something outside of his abilities. Looking around awkwardly he tried his best to comfort his sister, “I’m not sure how I can help Mira but if I’ll always be here for you.”

Elfman felt slightly better as he watched Mira’s face light up with her regular smile, “Thanks Elfman. I still have preparations to make so I’ll see you tomorrow.”

Mira sighed under her breath, relieved that Elfman didn’t ask too many questions. “ _He’s such a softy. That’s what makes it easy to manipulate him how I want_.” Mira found herself missing Romeo as she throbbed at the idea of what she was planning for her dear brother.

\-----------

Mira met up with Elfman early the next morning. They weren’t going very far, just to the forest a day’s travel away. The two takeover mages made good progress as the day passed. Elfman was in his Weretiger form, using the trees more often than the ground as his road. Mira let out her demon wings, under the guise of one of her demon takeovers, and fluttered high in the sky. After a day of traveling Mira and Elfman reached a clearing deep inside the forest. Touching down the two proceeded to set up their camp.

Elfman went into the forest and came back an hour later with two deer strung over his shoulders. Setting them down by the fire, he took a look at Mira. He had been gone long enough that she would’ve had time to relieve herself. As he skinned the deer, he noticed there was an unusual smell lingering around the air.

Mira exited the tent when Elfman announced the meat was ready. Sitting herself on a log, she reached for several meat skewers before she attacked them like an animal. Elfman took Mira’s appetite as a positive sign as he asked, “Now that we’re here, what do you want to do Mira?”

Mira swallowed the meat before she replied, “I thought we might look for some tough monsters to hunt.”

Elfman’s ears perked up. Hunting tough monsters was an old family past time of theirs. They always raced to see who bag the biggest beast. Of course, Mira always won in the past but it was still fun for him. Elfman gave her his best competitive grin, “I think I might beat you this time sis.”

Mira laughed at his boldness, “Well the first thing we should do is get some sleep then.” The two siblings entered the tent only for Elfman to stop dead in his tracks. He had forgotten that this old magic tent of theirs only had one bed.

Mira stepped behind a changing screen and slipped into her black see-through nightgown. Making a quick decision Elfman decided hop into the bed and keep his back turned. A moment later he felt Mira slide into the bed and turn her back to him, “Goodnight Elfman.”

“Goodnight Mira.”

Mira turned off the lacrima stones that provided the light and settled herself down to sleep. Within an hour Elfman’s snores could be heard rumbling through the tent. Mira slowly sat up, her orange eyes glinting in the darkness. Slithering towards Elfman was her tail, morphed into a thin needle. She carefully slid the needle into Elfman’s neck and deposited a very small amount of a special substance into his blood. The problem with the dosage was that the transformation would take days to finish. Moving gently, Mira removed Elfman’s clothes so she could watch what happened.

Mira stroked herself vigorously as she watched Elfman’s body begin its transformation. His massive muscles immediately began to tone down, until the only visible muscle left was a soft six pack. His hair suddenly exploded outward until it reached down to the small of his back. Mira reached forward to stroke his hair, and was pleased to find that his hair had become silky. Slipping quietly out of the bed, Mira came around to continue her observation of Elfman. Panting softly, she watched as his waist pulled itself in while his hips started expanding. Down low Mira watched as Elfman’s sizable cock began shrinking. Within moments his cock had disappeared and what was in its place was a nice virgin pussy. Reaching forward Mira slipped two fingers into her snatch and confirmed that it was nice and tight. Finally, his chest and lips began their changes. His lips became soft and plump while his chest jumped to a modest B cup.

Mira moaned gently to herself as she watched her brother turn into the tall amazon in front of her. She was finally unable to take it anymore. Sitting down, Mira took her head into her mouth. ‘ **Slurp** ’…’ **Slurp** ’…’ **Slurp** ’. The sounds of Mira slurping on her own cock filled the tent. Unhappy with how little stimulation she was getting, Mira pulled her tits out of her nightgown and wrapped them around the shaft of her cock. Giving herself short strokes with her breasts Mira swirled her tongue around the head of her cock before she felt herself throb. Mira hollowed out her cheeks as she felt her cock explode, painting her mouth and throat with her pearly seed.

‘ **Gulp** ’…’ **Gulp** ’…’ **Gulp** ’. Mira panted as she finished sucking down her cum, “ _Mmm…I understand why Romeo and Levy love sucking my cock so much_.” Having finished her work for the night, Mira quietly slipped back into the bed. She was eagerly awaiting the arrival of the morning.

Morning arrived with a golden sun. Elfman woke up at first light as he usually did. A groan grumbled through the air as Elfman sat up feeling strange. Elfman brought his fist up to rub his eyes awake. “ _I must be really tired. I swear my hands aren’t this small or soft_.” Grumbling, Elfman opened his eyes and walked to the mirror. Elfman blinked rapidly as he looked in the mirror, convinced that he was dreaming or hallucinating. Elfman reached down a grasped at his chest hoping that the woman in the mirror was just in his head. His hands fondled the soft orbs on his chest and his eyes went wide as he jumped back into the wall, “Gah. Mira, something’s wrong.” Elfman’s eyes went wider as he registered his higher voice.

Mira roused herself from her sleep with a yawn, “What’s going on?”

Elfman freaked out as he tried to explain the problem, “Mira… I… I… I have boobs for some reason.”

Mira looked at Elfman with confusion, “What’s wrong with that? You’ve always had boobs Ellie.”

‘Ellie’ looked at Mira like the world was ending. “What are you talking about Mira? I’m a man. I’m not supposed to have boobs or a…a…”

Mira pulled Ellie into her chest with a motherly air, “Oh poor Ellie. Did you have that dream again? It’s ok, I’m here for you little sister.”

Ellie stammered as she tried to make sense of what was happening, “What are you talking about Mira?”

“Poor thing. I wish I could help you get over that dream about being a man.”

Ellie was so confused right now. According to her memories she had been man her whole life but according to her beloved big sister, that was just a dream she’d been having her whole life. Mira stroked her head while she cooed words of comfort, “I know what will make you feel better. Why don’t you get dressed and we’ll go hunting?”

Ellie nodded into Mira’s chest as she let her go. Walking over to the wardrobe in the tent, she opened it expecting to find men’s jackets and pants. Instead she found various tight skirts and revealing tops. Along the bottom were numerous heels with varying lengths. Still confused Ellie pulled on a shiny white corset. Taking a moment to think, Ellie pulled a matching white thong and skirt up around her hips. Looking in the mirror Ellie ran her eyes over her body, admiring the way the shiny clothes cradled her modest curves.

Mira came around the changing screen dressed in her normal red dress. Her cock made a noticeable imprint on her skirt. Ellie froze in place as she drooled at the sight of Mira’s thick cock. She quickly came back to reality as Mira coughed, “Ellie, I know you want a treat but we should go hunt.”

Mira didn’t wait for a response before she stepped out of their tent. Ellie followed behind and they made their way into the forest. The two traveled for ten minutes before they heard a roar coming from nearby. Not a moment later the trees to their right were flattened as a large bull shaped monster charged at them. Not waiting for Mira to respond, Ellie transformed her arm into a muscular black animal arm, “Partial Takeover: Black Bull.” Ellie’s arm swelled into a large furry arm as she collided her fist with the bull’s head. The force of her punch sent the unfortunate monster flying into a nearby rock wall. The force of the collision shook the trees as the bull made a sizable impact crater.

Mira smiled as she watched Ellie take out the raging beast with one punch. Her eyes were drawn to her chest and ass as they strained against the tight fabric. Mira held herself back as she landed next to Ellie, “Good job Ellie. That one was an easy monster but you still handled it quickly. Let’s head deeper in and see if we can find some tough ones.”

Ellie smiled as they traveled in deeper. The two spent the rest of the day hunting monsters in the forest. They both felt a little disappointed as they only found two monsters that could be called tough. Ellie took out the first one by changing into a weretiger and whittling it down with numerous fast attacks. The second beast got blown away by Mira when she hit it with a beam of demonic energy. Once the sun started setting, the siblings returned to their campsite and started on their dinner. One hour later a giant bull monster had been thoroughly roasted to perfection.

Ellis kept sneaking glances at Mira as they ate. She was still so very confused about what was happening. Combined with that, her mind kept drifting towards the beast Mira was keeping under her dress. Just thinking about it made her start subtly drooling from both of her mouths. The two sat in silence as they finished their meal. Mira put the fire out and announced that they should go to bed. Mira wasted no time and headed into the tent. Ellie sat on her log for a moment still muddling over the differences in her memories. Finally, she shook her head and decided that sleep was desperately needed. She entered the tent and found Mira sitting at the mirror naked, while she brushed her hair.

Gulping Ellie turned toward her wardrobe to look for a nightgown. After rummaging through the wardrobe with no success she finally decided to ask her sister, “Mira do you know where I put my nightgown?”

Mira turned to her with a confused look, “What are you talking about Ellie? You’ve always slept naked. You said it helps you deal with the dreams.” It was Ellie’s turn to draw a blank. Mira’s words certainly made sense. After all she had woken up this morning completely naked. The reasonability of her words didn’t keep her from getting flushed though, considering the situation.

Mira noticed Ellie getting uncomfortable and came up with an idea on the spot, “If it makes you so uncomfortable Ellie, I’ll sleep naked too.” Ellie tried to backtrack her way out of this one, “That’s not nece...” Unfortunately for him Mira cut her off before she could reject the idea, “It’ll be just like when the three of us slept together as kids.”

Ellie just nodded, knowing that arguing with Mira wasn’t going to work. Giving up she slipped into the bed and turned her back to Mira. She felt Mira get into the bed next to her and then squirmed in discomfort as she felt Mira wrap her arms around her waist and pull her closer. At this point Ellie couldn’t determine which was more distracting, Mira’s giant tits against her back or Mira’s giant cock sliding between her thighs.

Resigned to night a night of uncomfortable embarrassment, Ellie worked on getting to sleep. Within an hour she was out and lightly snoring into the night. Mira looked over Ellie’s shoulder and quickly thrust two fingers into her new sister’s snatch. Convinced Ellie wasn’t going to wake up any time soon Mira tittered to herself as she set to fondling Ellie’s soft body.

The hypnotic pheromones she had been releasing all day seemed to be working well. Normally, Elfman would’ve vehemently opposed the ideas that Mira had put into his head. However, thanks to the combination of sibling love and hypnotic pheromones Elfman, now Ellie, was stuck in a labyrinth of confused thoughts. Thoughts Mira was ready to exploit to the utmost.

Reaching down with one hand Mira groped at Ellie’s plump ass while her other hand massaged her breasts. As she did so, she could feel his breasts and hips expanding under her hands. One thing she had noticed about the substance she used to change men was that it only took effect at night. Enjoying the feeling of Ellie’s assets expanding Mira leaned forward and started whispering, “Your chest is growing so well Ellie. Soon you’ll be big enough to wrap your soft jiggly tits around my cock. Mmm… I bet you can’t wait to suck my big thick cock into your throat and choke yourself on my sticky cum. I remember you saying that you couldn’t wait to be my bride and feel my thick cock punching into your womb. Yes, soon you’ll have the perfect hips for carrying demon babies.”

Mira spent most the of night fondling and massaging Ellie’s body while she whispered erotic dreams into her head. After a few hours of massaging Mira pulled Ellie closer to her body and nodded off to sleep.

\-------------

The next few days proceeded much like the first one did. Mira and Ellie would wake and Ellie would examine her body in the mirror, like she still couldn’t accept what she was seeing. After they ate something, they would then spend the day hunting in the forest. Every time Ellie saw herself in the mirror, she slowly became more accepting of what Mira had told her, despite what her mind was saying to the contrary. As she became more accepting, she found her thoughts wandering Mira’s massive cock. Every time she thought about it, she felt herself get wet between the legs and start panting.

Mira watched as Ellie tore through various monsters that tried to ambush them. She was getting increasingly excited with each day that passed. She had spent each night massaging Ellie’s body and whispering into her ear. The physical effects had been showing each day but now the mental ones were appearing. Mira knew that Ellie was getting distracted by her cock and she was ready to push her over the edge.

That night they feasted on multiple monsters they had brought back. Ellie was particularly thrilled since she had been the one who brought them down. After they finished eating Ellie decided she was going to turn in first. Ellie quickly shed her clothes as she entered the tent. Looking down at her now D cup tits, she gave them a quick fondle and tweak before she checked to see if Mira had followed her. Seeing that she was still alone, Ellie went over to where Mira kept her laundry. Reaching in, she rummaged around before she pulled out a pair of Mira’s lacy panties. Bringing them up to her face, she took a big whiff of the cock musk that Mira had left on them as she fingered her pussy. ‘Schlick’…’schlick’…’schlick’ the sound of Ellie fingering her wet pussy softly spread through the tent as she lost herself in the scent of her sister’s cock.

Slowly, Ellie fell asleep and not long after Mira came into the tent with a knowing smile on her face. She, of course, heard Ellie fingering herself in the tent and waited until she was asleep before she made her way in. Flinging her dress off, Mira slid into the bed she shared with her sister and proceeded to rub her dick between Ellie’s thighs. Mira gently cooed as she felt her sister’s smooth skin rub against her shaft.

Mira’s hands moved to their customary spot they had occupied the past few nights. She fondled her sister’s expanded assets, extremely pleased at the progress she was making. Ellie’s finally had the perfect child bearing hips, holding up her large firm ass, that she wanted. Reaching up Mira frowned a little at the progress of Ellie’s tits. They were a nice firm D cup but she still wasn’t satisfied. Her hands fingers traced circles around Ellie’s nipples as she gave both her breasts a gentle massaging, all the while whispering into her ear. “I know what you’re thinking Ellie. Your trying so hard not to get on your knees and slobber all over my cock. It’s ok though sis. You should indulge yourself every now and then. Besides, I hear that having a load of cum blown all over your skin is good for you.” Mira finished her whispering early and just spent the night rubbing her hands and cock on her sister’s body until she fell asleep.

Ellie woke up early the next morning to find Mira wrapped around her again. Smiling gently, she softly pulled Mira’s arms off of her and started to slide out of bed. Before she could get far, she caught a whiff of Mira’s musk and stopped. Suddenly, her urge to play with her sister’s cock had become almost overwhelming.

Flipping the covers off, she saw got a good look at Mira’s cock for the first time since the trip started. Thick, veiny, and 15-inches long, her cock was the perfect display of sexual power. Glancing back at her sister, Ellie started to fret to herself, “ _I…I’m sure Mira won’t mind if I just help myself_.”

Ellie turned Mira onto her back and scooted herself to the end of the bed. She watched Mira’s perfect cock stand straight up like a mighty pillar before she brought herself in closer. She took a good sniff of Mira’s cock and felt herself get a little lightheaded as her eyes crossed, “ _Ooooooh… Mira’s cock smells so strong. I bet her seed could knock up all the women in the guild at once_.”

Refocusing on her task she dipped her tongue out before she took shy little licks along Mira’s shaft. The strong flavor of her sister’s all over her tongue made her want more and soon she got brave enough to go for it. Raising herself up Ellie stared at Mira’s engorged head as it leaked a bead of precum. Drawn forward she planted her lips on Mira’s head and gave it deep smooch as she sucked up the precum. “ _Mmmm…big sis tastes so good. Her cum must taste so much better_.”

Getting herself hyped up Ellie was finally ready for the next step. First things first she needed to make sure Mira’s cock was ready. Draping her tongue out she gave Mira’s cock long licks from base to tip, making sure she got every inch nice and wet. Satisfied that her big sister’s cock was ready, she gently took the head into waiting mouth. She waited a minute to make sure Mira wouldn’t wake up before she started sucking on her cock head while she traced circles around the sensitive tip with her tongue. Getting bolder she swallowed more of the wonderful cock into her tight hole until she felt a throb coming from the meat rod in her mouth. Ellie had a moment to pull herself back before Mira’s cock started pumping out thick ropes of sticky cum. Unprepared for the wave of cum entering her mouth Ellie accidently pulled too far back and Mira’s cock escaped the warm confines of her mouth, spraying the rest of its load all over her body and the inside of the tent.

Ellie froze in terror as she saw the mess she had made in the tent. Hoping that Mira would think she had cum in her sleep, Ellie quickly wiped herself down and left the tent with her clothes. As she left the tent Mira cracked her eyelids open and watched her leave as she muttered to herself, “What a naughty little slut my sister is.”

Ellie was eating a loaf of bread when Mira exited the tent. Looking her up and down, Mira was satisfied with how Ellie filled out her corset. At first the piece successfully cradled the entirety of her budding chest. Now though, her E cup milk bags were on the verge of bursting out of the shiny material and it made her very happy.

Sneaking up behind her Mira reached around and grabbed a nice handful of Ellie’s breasts, eliciting an embarrassed sputtering from her sister. “M... M... Mira!” Mira twirled her fingers around Ellie’s hardening nipples through her tight top, “Your breasts are so big Ellie. Have you been thinking about that time we went on a job to that amazon village?”

Ellie’s face went an even deeper shade of red as a set of memories flooded into her mind. She remembered a village filled with busty and hung futa amazons. While they were there, they got really close with the villagers and Mira left them with some memories of her cock. One of the warriors talked to her about whether Mira would marry their chief, at which point she had shouted, “No! I’m going to be big sis’ bride,” to the entire village. She remembered the village’s warriors giving knowing smiles as three of them took her away to introduce her to their art of being a bride.

She went lightheaded as she recalled the memories of her time spent with three hung amazons. She squirmed as Mira leaned into her ear, “What was it you told them that day?” Ellie mumbled as she wriggled under her sister’s hands. Mira gave her nipples a quick pinch, “C’mon Ellie. I want to hear you say it.” Ellie panted as Mira pinched and fondled her tits, “I…I said that I was going to be big sis’ bride.”

“Isn’t it the bride’s job to satisfy her partner’s needs?”

“Ahhh…yes big sis.”

Finished with her teasing, Mira withdrew her hands, “I guess it’s a shame that I’m not married. Let’s get to hunting.”

Ellie opened and closed her mouth, trying to get words out, as she watched Mira march into the forest. Giving up, she followed after he so they could start their hunting for the day.

As they pushed forward through the forest, Ellie found herself getting distracted every time she thought about Mira. On more than one occasion Mira had to swoop in and blow away a monster before it hurt her. After the fifth incident of this happening, Mira turned on her with barely concealed worry, “What’s wrong Ellie? I never have to save you from monsters.”

Ellie turned away in shame, “I guess I’m not feeling well today big sis.” She didn’t wait for Mira to respond before she turned and ran back to the camp. As she left Mira’s mouth twisted into a demonic smile, “ _Looks like she’s close_.”

Mira returned to the camp an hour later to find Ellie sleeping in the tent. Deciding to leave her alone, Mira went back into the forest to hunt. In the tent Ellie was in a state of aroused confusion. She covered herself with the blanket and bit into her pillow as her fingers thrust into her pussy, a wet ‘schlick’ sound resounding through the tent.

She felt so embarrassed about what happened but at the same time she couldn’t resolve the turbulent thoughts in her head. She had memories that didn’t line up with what her head said and it was driving her crazy. As she writhed in the bed, a memory came to front of her mind from one of the amazon warriors. She was practicing how to properly worship tits as the warrior instructed her, “Sometimes your mind will be in a haze on what to do next. When that happens the best thing to do is to just let yourself follow your instincts. Ignore the thoughts that tell you it isn’t real and just go with the flow.” Feeling herself cum, Ellie slowly opened her eyes with a determined glint.

\---------

Mira arrived back at camp just as the sun fully set. The fire was already going so she brought over the beast she’d picked out for their dinner. She set the carcass down by the fire before she went to check on Ellie, “Hey Ellie. Are you feeling better?” There was no answer from inside the tent so she turned back to the fire, “ _I guess she’s still sleeping_.”

Watching from just inside the tent, Ellie watched as Mira sat down on her preferred log, with her back to her. Ellie quietly slipped out of the tent, wearing an outfit that would make any man immediately hard. Her legs were covered by see through silver pants that were made of a soft thin material. The pants were secured to a gold belly chain that draped around her waist. The material suddenly ended, to leave her wet pussy exposed to the air. Her breasts were covered with golden metal nipple pasties that were connected by a fine chain. Her face from the nose down was covered in a silver veil and her hair was bound into an unruly pony tail. Her image was one of wild sexuality.

She silently crept up behind Mira before she rubbed her hands on her shoulders. Mira didn’t physically react as she felt Ellie rubbing her, “I guess you’re feeling better.” Ellie didn’t answer, instead she walked herself in front of her sister. She saw Mira’s eyes widen slightly in surprise as she took in in the exotic form of her sister, “I see someone is feeling confident.”

Ellie smiled beneath her veil as she started an exotic dance, rotating her hips in small circles and giving small pumps occasionally to give her body a little jiggle. As she danced, she took small steps forward until she was right in front of Mira. Spreading her legs, she sat in Mira’s lap, and draped her arms around her neck.

Ellie eagerly rubbed her ass into Mira’s bulging cock as she slowly pulled her dress down, freeing her massive EE cup tits. She reached up and grabbed handfuls of Mira’s tits. She watched Mira moan with pleasure as she gently fondled her sister’s breasts, “Does it feel good sis? I practiced this just to please you.”

Mira smiled as Ellie teased her. Reaching up she pulled the veil off Ellie’s face to reveal her silver painted lips, “I appreciate that you did all of this for me.” Ellie gave a lewd smile before she leaned down and planted her painted lips on Mira’s nipple. Giving it a little lick, she backed off, leaving a silver lip mark, and went down on the other nipple. She alternated between her sister’s breasts, each time leaving a silver lip mark until she was eventually kissing her sister’s neck.

Having finished her worship of Mira’s breasts Ellie leaned in and pulled Mira into a passionate kiss. The two of them moaned into each other’s lips as they started groping each other. Pulling away, a string of saliva connecting them, Ellie stood and pulled Mira up with her. Letting Ellie take the lead, she was pulled into the tent. Kneeling down Ellie gave her cock head a deep kiss while she fondled her massive orbs, “Mmmm… how much seed do you have stored up sis? How much of that thick, sticky cum are you going to fill me with?”

Ellie eagerly hooped up and crawled onto the bed. Flipping onto her back, she reached down and spread her moist lips. “I’m ready Mira. Please, shove your thick cock in my pussy and make me your bride!”

Mira immediately shed her dress, letting her massive bitch breaker out. Stepping up, she rubbed the head of her cock against Eille’s clit, enjoying the loud moans she was letting out as she stimulated her sensitive nub.

Mira waited until she heard Ellie moan at her, “Please Mira. Please fuck me.” Smiling demonically, she gave a mighty thrust until she smashed into the entrance to Ellie’s womb. Ellie’s scream of pleasure rang through the air as Mira stop to enjoy her soft folds and let her get used to the sensation. Seeing she was getting used to the feeling, Mira started jackhammering in and out of her pussy.

The pleasure building Mira started slipping, her demonic form revealing itself as her orange eyes glinted. “ **HOW DOES IT FEEL ELLIE? DO YOU LIKE BEING MY MEAT HOLE?** ”

Her brain was frying from the intense pleasure as she felt Mira hammer at the opening to her womb, “ **YEEEEEEEEEES! FUCK ME! BREAK ME! MOLD MY PUSSY INTO YOUR PERSONAL COCK SLEEVE!** ”

Giving a hard thrust, Mira finally punched through to Ellie’s womb. “ **AHHHH, YEEEEEESSSSH! MESS UP MY BABY ROOM! PUMP ME FULL OF YOUR SEED SIS!** ”

‘Thump’…’thump’…’thump’. Mira’s thrusting resounded as she completely lost control, “ **IT’S COMING ELLIE. WELCOME TO YOUR NEW LIFE OF BEING MY JIZZRAG! AHHHH!** ” Mira felt herself cum as she slammed her cock as deep into Ellie’s womb as she could. Rope after rope of her baby batter quickly filled up her womb and gushed back out of her pussy.

Mira gasped as she slid out of Ellie and collapsed on her side from exhausted pleasure. Ellie drunkenly rubbed the skin above her womb, “Hehehe… big sis’ hot cum is in my womb. Maybe I’ll get pregnant.” She continued to rub her belly as Mira’s seed slowly oozed out and a spark of magic ran through her. Her skin became a shade darker as a white crest formed where her fingers were rubbing. Mira stared at Ellie’s head as a change she didn’t expect began to form. At the side of her head horns began to form. They slowly extended outward before curving inward towards her face. When they finished, she had a set of black bull like horns that ended just after her ears.

A whisper she hadn’t heard in sometime floated into her head, “ _Well done dearie. I didn’t expect you to make a high rank demon so quickly_.”

Mira groggily registered what she said, “What are you talking about Lilith?”

“ _Well my dear, demons are ranked in a hierarchy. You have low rank demons like that spankable bluenette you have or the femboy condom. Then you have high rank demons like your very sexy amazon sister here. At the top you have demon royalty, i.e. you dearie. The different ranked demons have various different physical traits but all high rank demons have horns of some type. By the way, your sister’s horn are perfect handles for throat fucking, just a tip for the future_.”

Mira just nodded at all the new information she received, not really up to thinking about it with how tired she felt.

They left the next morning, Ellie still oozing cum from her pussy as they made their way back to Fiore.

\------------

They arrived back in Fiore the next day and went immediately to Mira’s brothel. Ellie looked around in wonder at the spacious theater. Mira led her into her bed chamber, where she set her on the edge of her large mattress. Reaching into her bedside table, she pulled out a thick black leather collar. She gave Ellie a warm smile, “This is your room now Ellie. You’ll warm my bed at night and keep my cock company.”

Ellie lifted her head up, baring her neck for Mira. Her smile getting wider, Mira fastened the collar around her sister’s neck before she attached a wall mounted chain to it. Ellie responded with a loving voice, “Thank you Mira,” and moved to rub her face into her cock.

Mira gently pushed her away, “Sorry sis. I have something else to do.” Ellie nodded as she made herself comfortable in her new bed, watching Mira walk out of the room.

Mira entered a newly finished room with Romeo in tow. He walked at her side with his smooth hand rubbing up and down Mira’s shaft. Mira finally stopped in front a black blob. She pulled Romeo around so he was facing her. “I told you I would give you that surprise when I got back, well here we are.”

She gently forced him to sit down on the blob. The moment his fat ass made contact the blob erupted in activity. Tentacles sprang out from the blob as it morphed itself into a bed. Two thick tentacles wrapped themselves around his thighs and pulled them apart before they swallowed his legs from the knees down, leaving his tiny cock exposed. In between his legs, a sizable tentacle cock squirmed its way into his ass and split its head into dozens of tiny threadlike tentacles. Around his shoulder came two more thick tentacles that wrapped themselves around his elbows and pulled them into the bed so that only his shoulders could be seen. At his chest two tentacle mouths latched themselves onto his large femboy tits. Two more small tentacles came near his ears before they split into fine threads and slithered in. Romeo squealed as he felt the thread tentacles latch onto his brain. Finally, tentacles wrapped around his mouth before the middle elongated into a thick cock that reached down into his throat. Mira looked at him with joy as she reached down and spread a substance from her palm over his eyes. The substance sealed itself around his eyes, trapping him in darkness.

Mira, finished with her work, turned and walked to the door. Looking back, she had a little pout on her face, “Oh, I wish you would be ready sooner Romeo. Although, this gives me some time to grab another person.” She made her way back to her bedroom as the door marked ‘Breeding Room’ slowly closed behind her.

**Notes for the Chapter:**

> Well then that's ch 5 out of the way. For the first time I'm opening what the next chapter is to you, my beloved audience. No matter what choice you make, both options will turn into chapters in the story. So I have two routes for you. Either leave a comment on vote in the poll on my discord. https://discord.gg/Mfbk7P3
> 
> Next chapter options are either Lucy or Erza and Kaguya.


	6. Enslaving the Sword Sisters

**Summary for the Chapter:**

> Erza stumbles upon a new criminal element in Magnolia. She joins Kagura on a secret mission to take them down. Who knows how this will play out?

**Notes for the Chapter:**

> Well here you go you beautiful enlightened people. Ch 6 is ready and I had alot of fun writing it for you. So sit back, relax, and get ready for one doozy of a chapter. (Disclaimer) contains futafication, futa on female, futa and futa, mind break, transformation, impregnation, betrayal, mild asphyxiation, and mild vanilla sex

Ch 6 Enslaving the Sword Sisters

Erza was in a rage. She knew that holding down the guild wasn’t necessarily easy but by all the gods this was madness. Natsu and Gray came back one day escorted by the Magic Council, the reason was of course they had caused mass destruction on their job. Apologizing to the Rune Knights that brought them in Erza turned to her wayward guild members with demonic wrath on her face, “Now tell me what the two of you were thinking.”

The mages sat in petrified silence as they tried to think of any explanation that would satisfy Erza. Unfortunately, they took too long and were launched out of Mira’s office by Erza’s fists, “You damn idiots!”

Erza sat down in a huff, “I can’t wait for Mira to get back. It’s only the first day and I’m exhausted.”

The days passed by slowly. Every day arrived with some new issue for her to deal with as the acting guild master. On the second day, Gray got hauled back to the guild after he froze half of the city. It didn’t help that he only dressed in his underwear. Every day after it was some combination of Gray or Natsu causing some kind of mayhem.

When the end the week came around, Erza had dealt with more problems running the guild than she ever had while working a job. Getting up from her temporary desk she decided to go for a walk. Erza wandered the streets of Magnolia, taking in the sounds and fresh air as she went. Getting hungry she made a stop at her favorite bakery. The woman at the counter gave her a bright smile as she handed her a plate with her favorite cake. Erza sighed with relief as she took the first bite of her beloved strawberry cake.

Erza sat and enjoyed her momentary peace until she heard an excited voice from behind, “Erza!” Turning around she saw Kagura Mikazuchi eagerly walking toward her. Dressed in her white blouse and skirt, Kagura turned heads as moved down the street. The eyes of the men around them focused on her sizable breasts and her meaty thighs wrapped in her black stockings. She stood and pulled Kagura into a spine breaking hug, “What are you doing here Kagura?” Kagura sat down across from her and ordered a slice of cake for herself, “I’m here on a job. Some girls from our guild’s town have gone missing and their families pooled together to hire the guild.”

Erza felt her momentary peace fly away as she went back to serious mode, “So what does Magnolia have to do with it?”

Kagura had to choke down her cake quickly before she could answer, “I talked to their families. The girls were coming to Magnolia to look for work. Specifically, they were very interested in getting work from Fairy Tail.”

Erza felt her mind sharpen at the mention of their guild, “Where they mages? We haven’t had any new mages show up recently.”

Kagura shook her head, “No, they weren’t mages. They wanted to work for Fairy Tail in a different way.”

Erza immediately understood what she meant, “I see. They wanted to work jobs like the bar and administration.

Kagura nodded, “That’s right. I came to talk with your guild master. I’m hoping she’ll be able to help me out.”

The situation became a little awkward as Erza looked uncomfortable, “The thing is, she isn’t in Magnolia right now. She took some time to go on a trip. I think she should be back in a day or two. If you want, you can stay with me while you’re here”

Kagura’s face blushed as she nodded, “Thanks Erza.”

The two bombshell women finished their cake before they made the trip back to Fairy Tail. Walking through the door, Erza went over to Lucy at the bar. Sitting down Erza tapped Lucy’s shoulder to get her attention, “Hey Lucy, I know you’ve been helping Mira with the administrative work. Have there been any new employees at the guild who weren’t mages?”

Lucy looked up from her drink, a mild flush present on her cheeks, “Hic… no. Mira was very clear about that. She didn’t want us to use our fame to pull non mages to the guild. She said that when the hype died down from the games, we would be open to hiring non mages.”

This was news to Erza. She knew that the duties of the guild master were heavy. With all the paperwork, decisions, and fighting off the Magic Council it was a miracle that Mira could manage to make time to take her trip. Kagura sat at one of the tables and scanned the crowd. Erza knew she was hoping to see any of the girls she here for.

The day came to an end with no luck. Kagura felt frustrated as she watched the guild members exit the building. Erza came over to where she sat while she stretched her back, “I guess you didn’t see them.” Kagura shook her head as she stood, “I hope the guild master comes back soon.”

Erza led her to the female dorm for Fairy Tail members. She unlocked her room and swung the door open to let Kagura in. Kagura stepped in to find a large queen-sized bed and modest furniture. She looked around in confusion, “I expected something a little more.”

Erza smiled as she stepped behind her changing screen, “I’m not a fan of over the top displays in my room.” A bright light came from behind the screen and Erza stepped out wearing her pajamas. “I can lend you a set if you didn’t bring any.”

Kagura went stiff as she realized she hadn’t brought any clothes with her. She thought the job would be over quickly so she ended up neglectful. Erza chuckled as she threw a pair of red pajamas to her. Kagura stepped behind the changing screen as she asked, “We aren’t sleeping in the same bed, are we?”

Erza gave a hearty laugh as she heard the embarrassment in her voice, “Of course we are. The bed is more than large enough for both of us.” Kagura lightly blushed as she tucked herself under the comforter. Erza slid in next to her and turned onto her side. Turning over Kagura’s face flushed brighter as she felt Erza’s body close to her. Inhaling deep, Kagura took in the scent of Erza’s body while she gently rubbed her breasts. In a voice that could barely be heard she muttered, “Big sis Erza.”

Erza woke with the sun, giving a long yawn as she stretched. Looking over she nudged Kagura, “It’s morning Kagura. Let’s get dressed and head to the guild.” Ten minutes later they walked into the guild. Immediately they saw Mira standing at the bar. Erza burned with relief as she saw Mira back, “Welcome back master!”

Mira smiled at them as they walked to the bar, “Hi Erza. It seems we have a guest.” Her eyes were pointed at Kagura who suddenly felt nervous, “Good morning Master Mira. I’m here on a job and stopped by to see Erza while I was here.” Mira nodded in understanding, “It’s good to be friends with other guilds. I hope we can work together in the future.”

Erza took this opportunity to hop into the conversation, “Actually Mira, if you don’t mind, I’d like to help Kagura with her job since her lead brought her to our territory.” Mira took a moment to consider it, “Ok, but be careful Erza.” Having gotten permission, Erza pulled Kagura out of the guild by the hand. Mira’s eyes glinted dangerously as she watched them leave.

Erza and Kagura roamed through the market area asking about the girls. Unfortunately, they didn’t have any luck. All the people they talked to had no memory of the girls and by the afternoon they were both feeling frustrated. Left with no other option, they headed for the seedier part of Magnolia.

The dirt crunched under their boots as they traveled down the dirt paths. Around them were some unsavory individuals, most of whom were drunk to some degree. A dirty individual on the ground looked at them with lustful eyes, “Hey there pretty ladies. How about we go to this nice place around the corner and have some fun.” Erza and Kagura looked at him like he was an insect. They turned to leave before Erza had an errant thought. Looking back at him she asked, “What place is this?”

The seedy man looked up with a twisted grin, “There is a new house of pleasure around the corner. Any desires you want can be fulfilled there.” He reached his hands out to grope Kagura’s breasts before she promptly grabbed his hands and dislocated them. “AHHHH! You bitch!”

Erza pulled out one of her swords and held it to his neck before he did something stupid, “Take us to this place now.” The thug swiftly nodded his head as he cradled his hands. He led them to a deserted part of town. They hid around the corner and watched as men came in and out of the only building that was in decent shape. The two observed the guards stationed at the front patting down their guests before they let them in as they tried to come up with a plan.

As they waited, they watched a guard come out of the back with a bag over his shoulder. Making a snap decision they tailed the lone guard. He traveled a short distance until he came to a back alley where he dropped the bag. Looking around for witnesses, he pulled a dagger out of his vest pocket. Before he could do anything, he felt an armored fist crash into his chest and send him flying. They made sure he was out of it before they opened the bag to reveal a blonde-haired woman. They pinched their noses as the scent of body fluids rose from her body. The woman sat and stared at them with a blank look as she giggled mindlessly. Kagura pulled a photo out of her blouse and held it up to her face, “Erza. This is one the girls I’m looking for.”

Erza nodded, “Take her to Porlyusica. You’ll find her home in the forest to the east of the town.” Kagura picked the woman up and ran for the eastern forest. Erza turned to the thug she knocked out and promptly slapped his face with her armored hand. The thug woke up with a start only to find himself in a new kind of hell. He sweated nervously as Erza brought down her wrath on him, “Talk quickly. I’m running out of patience.”

The thug didn’t wait long to spill the beans, “I’m just a grunt. I work for an underground group that does dirty jobs.” A vein popped in Erza’s head as she raised her fist, “Wait! This is just a branch house. The main house is where all the VIPs go whenever the boss sends out an invitation.”

Erza lowered her armored fist, “Who’s this boss you’re talking about?”

The thug realized he said too much, “I can’t tell you that. You don’t know what she would do to me.”

Erza’s fist came up again, “Talk or I start knocking out teeth.”

He broke down crying, “You don’t understand. If she finds out about this, then the next person they stick in these houses is going to be me. I don’t want to be turned into a broken doll”

Erza lowered her fist in confusion, “What are you talking about?”

The thug was weeping at this point, “In the houses, not all of the girls we have were always girls. The boss is some kind of demon. She has this power that lets her turn men into women for her to whore out and the ones that get turned end up mindless dolls like that girl.”

Erza kept a firm grip on the thug as she pondered the information. If his information was true then Magnolia had a new criminal element, and a dangerous one at that. Looking back at him she pressed him further, “The main house. Tell me where it is.”

Faced with the non-option in front of him he gave up the information she wanted, “On the west side of town there is a hill. At the base of the west side there is a hidden door the VIPs enter through, but the only way in is to present a gold card that she gave to the VIPs. There is supposed to be a gathering tonight.”

Erza shoved him away, “Get out of the city. Run as far away as possible and do not come back.”

The thug ran as fast as he could, determined to get out of Magnolia. Erza turned and made her way back to the guild to inform Mira about what they had learned.

An hour later Erza stormed into the guild in a rage. Seeing her face, the other guild members quickly got out of her way as she marched into the master’s office. Kagura was already there telling Mira about the woman they saved.

Mira turned to her with a serious expression, “I know what you want to say Erza. We can’t officially do anything about.”

The building shook as Erza punched the wall, “We know where they are Mira. Why can’t we go and get them?”

Mira waited for the shaking to stop before she moved on, “We don’t have an official request from Magnolia or the Magic Council. If we go after them and something goes wrong, we’ll get marked as a Dark Guild. Do you want to cause trouble for the rest of the guild because you couldn’t wait for permission from the Magic Council?”

Erza finally stopped her raging. Mira’s words made sense. The Magic Council was always looking for a reason to disband troublesome guilds, and their guild was at the top of the list. If she went after this new group now and it went sideways, then the Magic Council would have enough of a reason to get rid of them.

Mira tried her best to comfort Erza, “If we can get some more information, then we can get the Council to sanction further action.”

Erza saw a loophole in Mira’s logic, “So you mean that we should secretly gather information about them before we make a move. Yes, that makes sense. The best way to defeat an enemy is to know about them.” Erza went off on a tangent that Mira and Kagura couldn’t stop.

For the second time that day Erza dragged Kagura out of the guild. The sun was starting to set as they started towards the west side of Magnolia. Mira’s eyes glowed a dangerous orange as she watched them leave.

Erza and Kagura arrived at the hill just as the sun finished setting. They waited for a few hours until they spotted masked figures approaching the hill. They counted a total of ten individuals waiting at the base of the hill. After a minute a woman dressed in a tight and revealing orange dress appeared from inside the hill. She seemed to speaking to the masked individuals who suddenly displayed gold cards. Bowing slightly the woman turned and led her guests into the hill.

Kagura and Erza slipped around to the side to try and find another way in. Arriving at the north side of the hill they stopped to search for entrances in the dirt. After ten minutes of searching they realized there was no other entrance. If they wanted to get in without using the front entrance, they would need to make their own.

Keeping low to the ground, Kagura created a small black orb in her hand. A strong suction force could be felt from the orb as it pulled dirt from the earth in clumps. They proceeded slowly in order to keep the disturbance to a minimum. Unfortunately, Erza was running out of patience, “Is there any way to go faster Kagura?”

Kagura shook her head, “If I use anything stronger than this, then it will cause disruptions in the earth, disruptions that would be noticeable.

Erza gritted her teeth in frustration as she was forced to wait for Kagura to finish their makeshift tunnel. After an hour a tunneling via gravity magic, they finally made progress. The tunnel wall suddenly became very thin and crumbled away to reveal a room that seemed to be for storage. They stepped into the room quietly as they observed their surroundings. They saw various objects to be used during sex littering the room.

As they looked around, they heard thumping sounds coming from behind the door. Erza motioned to Kagura to take up position at the door frame. While she did that, Erza took a look through the metal grate at the bottom of the door. Her eyes widened as she saw a familiar blue haired woman. Her face was twisted into a mask of pleasure as tears streamed down her face and her tongue hung out. Behind her was a tall muscular man choking her with his arms while he hammered her pussy.

Bruno grunted with pleasure as he thrust in and out of Levy’s pussy. He had tried staying away from her but the sex crazed slut was too damn seductive. She would always show up and grind against his cock with her fat butt. Finally, he couldn’t take it anymore. He dragged her into this room and started fucking her hard and fast. Thinking back on a comment she made earlier, he wrapped his muscular arm around her neck and started choking her while he thrust. Immediately, he felt her pussy walls clench around his cock. He started panting like an animal, he could feel that he was about to cum. Before he managed to get his sweet release, he felt a chill behind him followed by a swift punch to his face.

Erza had fire in her eyes as she slammed her fist into Bruno. As he hit the floor, she dropped down to examine her friend, “Levy! Are you alright Levy?” Kagura took up a guard position over Bruno who was rolling on the floor in pain. Levy’s eyes slowly came back into focus as she saw Erza kneeling in front of her. Seeing that Levy was coming around Erza rose up and turned to Bruno so she could continue beating him. Before Erza and Kagura could do anything else they felt a stinging sensation run through their bodies as lightning shocked them.

Levy stood over the bodies of Kagura and Erza with a pout, “Damnit Bruno. Why couldn’t you cum inside me before this happened.” She stomped out of the room, leaving Bruno to nurse his wounds.

Down in the theater, Mira was basking in the success of her brothel. She had more guests tonight so she of course managed to rake in more money. At her knees was sweet Ellie, who was lovingly suckling on her balls. The evening’s festivities were wrapping up as her guests finished with their borrowed sluts.

She got Mr. Vulture’s attention and beckoned him to approach her throne. Vulture quickly walked to the throne. Behind him was a young woman dressed in a light blue dress that showed off her budding curves. Mira didn’t recognize her so assumed that she was the new member brought by Vulture. The two of them bowed when they reached the main stage. Vulture was the one who spoke first, “How can I be of service?”

Mira looked down at him with a small smile, “I have a problem Vulture. One of my products has been appropriated by Fairy Tail. I want you to get her back and promptly get rid of her.” Vulture bowed again as he responded, “I understand Mistress.” Mira frowned slightly as she corrected him, “Queen.” Vulture looked back at her confused, “I am a queen and you will address me as such.”

Vulture gaped for a moment before he realized where he was, “Yes my queen.” Her smile returned to her face, “Kiss my boots.” Vulture didn’t hesitate as he knelt down and kissed Mira’s boots. Mira looked over to the girl he brought with him, “Now it’s your turn dear.” The girl let out a small ‘eep’ as she was addressed. Pulling her skirt up slightly she knelt down and moved to kiss Mira’s boots before she was stopped. She looked up at Mira with confusion, “Not my boots dear. Give my head a nice smooch.” The girl’s face flared up as she leaned forward and planted her lips on the head of Mira’s cock. The girl got a taste of Mira’s precum as she pulled her head back, the taste making her lightheaded.

Mira nodded in satisfaction as her turned her attention back to Vulture, “Now I’ve been thinking about how I should reward you. I think that I’ll let you impregnate one of my whores if you succeed.” A glint appeared in Vulture’s eyes as he heard the reward coming his way, “It will be taken care of my queen.”

Mira dismissed them as a naked Levy stormed into the theater. She marched straight up to Mira’s throne and leaned in close to whisper in her ear. What could be seen of Mira’s face turned sour as the air in the room chilled. Mira’s voice rang out with a cold fury, “Take them to the Punishment Room.”

\---------------

Erza woke up with a jolt before she grunted in pain. She remembered breaking into the brothel house and saving Levy from one of its thugs. After that, all she remembered was a shocking sensation and blackness. Looking down she blushed as she saw that she was naked, her DD tits exposed to anyone watching. She tried to move her arms, only to find that her wrists were shackled and chained to the ceiling. Across from her Kagura was in a similar situation, with her wrists being chained to the floor and her E cup tits hanging over the stone floor. Erza tried to summon one of her many swords, only to feel her magic sputter out of existence. She looked at the cuffs again, this time noticing evil looking black runes etched into the metal.

A bang came from somewhere outside the door. Moments later, the door to their room swung open to reveal a dark-skinned woman with a perfect body. She walked in and knelt down in a submissive position as her goddess stepped over the threshold.

Erza’s face went red as a masked woman walked into the room, her 15-inch cock swaying as she shook her hips. In an attempt to keep her mind off of the sex goddess that just walked in, Erza turned and kept her eyes firmly on Kagura. The hung woman stopped next to her and gently grabbed her face. Erza tried to fight against her but the woman had unnatural strength.

Her eyes went wide when she heard a familiar voice, “This is disappointing Erza. I had really hoped you would think about the guild instead of this foolish plan.” The woman removed her mask to reveal Mira, but something was wrong. Her eyes were a sinister orange as she turned her gaze on her captives. Erza pulled against the chains with all her strength, “Mira? What is this?”

Mira gently stroked Erza’s face with her hand before her head went sideways as Mira slapped her with extreme force, “You will address me as queen. To answer your question, this is my humble establishment and you, silly Erza, are being a nuisance. Its ok though. I have a way for you to make it up to me, and I’ll be nice and let Kagura join you.”

Mira strutted over to Kagura and twisted her nipples hard. The pain caused Kagura to jolt awake. She panted as she took in the situation, “Mira? I don’t understand.” Another swift slap echoed through the room as Kagura’s head jerked, “I already said this once, but you will address me as queen.” She stood and looked at her captives as a wicked smile graced her face.

Mira snapped her fingers and Eille jumped up, “Go get two of my special candles, then gag Erza.” Ellie rushed out of the room and came back within a minute with two black-red candles. Rolling them over in her hands her grin got wider. She set the candles down and approached Kagura, “If all goes the way I plan, then you will enjoy this Kagura.”

Mira went around to Kagura’s back and lifted her hips up, “Don’t worry Kagura. It will feel good soon enough.” Kagura tried to object but all that came out was a scream as Mira hilted her cock in her ass. Mira hammered away out her plump ass as she talked to Ellie, “Ellie, come over and help Kagura adjust.” Ellie crawled over and pulled Kagura into a passionate kiss. Kagura felt Ellie’s tongue dominate her as they swapped saliva. Kagura suddenly felt the pain leave her, to be replaced with a blissful pleasure as she moaned. “Ahhhh. Feels good.” Mira was quite pleased by the reaction to Ellie’s saliva, “Well done Ellie. Are you enjoying this Kagura? Does it feel good to be speared by my thick cock?”

“Yeeeesssssh.”

Mira’s thrusts became more frantic and brutal, “Good girl. I’m almost ready to cum. Beg for it like a good little slut.

Kagura’s eyes crossed as the pleasure mounted in her ass, “Please…please cum in my ass.”

Mira’s hand crashed against her cheeks, “Try again slut.”

Kagura was at the edge as the spank caused a surge of pleasure, “Please my queen. I need your thick cum in my ass.”

Mira felt her cock throb, “That’s a good little slut. Here comes your reward.”

Kagura squealed as she felt Mira’s hot seed flood her ass like a river, “Ooooooooooooooh. I can feel your seed burning my ass.”

Erza watched in horror as Mira dumped her seed into Kagura. She tried screaming, hoping that someone would hear her and help, but the gag in her mouth prevented her from making much sound. Her eyes went wide when a spark of magic pulsed through Kagura’s body. She watched as Kagura’s skin changed to a light purple and a single black horn grew out of her forehead. Beneath her black hair her eyes changed to a poisonous green color. Finally, a matching green crest tattoo formed above her womb.

Mira gave a soft moan of pleasure as she pulled out of Kagura’s ass. She gave the soft ass flesh a soft smack as she looked at her new slave, “You came out good Kagura. I wasn’t expecting another high rank demon so soon. Why don’t you pledge yourself to your new queen? Keep in mind that I don’t trust in words but in actions.”

Kagura pulled herself up with her new demon strength and planted her purple lips on the head of Mira’s cock. She trailed kisses down her cock until she reached the fat orbs hanging below Mira’s cock. She gave each orb a thorough licking before she sucked them into her mouth. Mira patted her head gently, “That’s enough Kagura. I accept you as my newest servant. Now then, how do you feel about Erza?”

Kagura paused her worship of Mira while a blush erupted on her face. She squirmed on the floor as Mira pressed her, “Go on. Tell us about the naughty things you think about when Erza’s around.” Kagura finally managed to squeak out her inner desires, “I... I... I really love big sis Erza. I’ve always wanted her to take me as her lover, to have her babies growing in me.”

Erza’s face went as red as her hair as she listened to Kagura spill her most lustful desires. Mira laughed as she heard Kagura’s desires. She walked over to Erza, “Let me help you with that Kagura.” A spark magic trailed from her fingers as she thrust three of them into Erza’s tight snatch. Erza groaned as her pussy erupted with a lustful fire. She felt a strange sensation as the pleasure built until it was so great that she could only stare at the ceiling with tears streaming down her face.

Her pussy burned for ten minutes before the pleasure finally receded. She looked down and was horrified to see that her pussy had changed into a 10-inch cock. Squirming her legs, she felt a set of large balls underneath that were churning with hot virile seed.

Kagura looked at Erza’s new cock with a lustful wonder. She tried to crawl over to her but was stopped by the shackles. She turned to Mira with a pleading expression. Chuckling, Mira reached down to Erza’s new tool, “Not yet Kagura. There is one thing left to do.” Mira reached down and traced a finger around Erza’s new cock. Those same evil looking runes traced themselves into a circle around the base of Erza’s cock before an ominous locking sound was heard.

Finished with her preparations, Mira snapped her fingers and the shackles on Kagura’s wrists broke open. She frantically crawled over the Erza and shoved her face up against Erza’s new equipment. The musk coming from it made her head swim with lewd thoughts. Mira smiled at them as she stepped out to give them some privacy. One final snap of her fingers caused the candles to ignite and another strange locking sound.

The door closed as Kagura started licking at Erza’s balls with her new long demon tongue. Erza moaned through the gag as she felt Kagura’s tongue wrap around her balls. Kagura looked up and pulled her tongue back in, “I’m so sorry Erza. I should have helped you sooner.” Kagura stood up and took the gag out of Erza’s mouth.

Erza didn’t waste any time, “Hurry and free me Kagura. We need to get out of here and bring the rest of the guild.”

Kagura looked at her with confusion, “Why would we do that Erza? Mistress Mira is willing to give us the greatest joy in life. I wouldn’t trade the opportunity to serve her for anything in the world.” Kagura suddenly gave her a knowing smile, “Oh I get it. You’re just nervous. It’ll be ok Erza, all you have to do is let me pleasure you.”

Kagura returned to licking Erza’s balls as Erza grunted at her trying to stop this, “Agh… please Kagura. We need… agh… to stop Mira.”

Kagura ignored Erza’s begging as she fondled her balls, “Just relax. I’ll take care of you.” Kagura wrapped her long tongue around the base of Erza’s cock and slowly took her salty flesh into her mouth. She slowly bobbed up and down, making sure to get every inch of her lover’s cock slick with her saliva. Kagura continued this for a good ten minutes before Erza started groaning above her, “Ah… Kagura. Let me pull out. Something is… gah… coming.”

Kagura thrust her face into Erza’s pelvis as she felt the throbbing cock in her mouth. She sucked hard, ready for Erza’s first load. Unfortunately for her the sticky treat was waiting for never came as Erza screamed in pleasurable agony. Erza’s hips started thrusting as she desperately tried to cum, “Ah… Why won’t it cum? I need to cum!”

Kagura finally looked worried. Afraid that she hadn’t done a good enough job, she redoubled her efforts. With a concentrated effort she bobbed faster while making sure to stimulate Erza’s head with her tongue. Erza’s body rocked with another tremor as she screamed, “Ahhhhhhh… please stop Kagura. I can’t cum.”

Kagura looked even more worried now, “No. I know I can do it Erza. Just wait and you’ll start feeling good soon.”

Kagura spent the rest of the day trying to get Erza to cum. The arousing screams of the crimson haired mage bounced up and down the halls all through the night.

\------------

Erza spent the next few days being serviced by Kagura. Every time she thought she was going to cum a force made her stop right at the edge of her release. Each time this happened she felt her mental strength crack just a little bit more. Even Kagura was starting to feel this strange effect. At some point she had started fingering herself and found that just like Erza she wasn’t able to cum. Another effect Erza had noticed was that she was getting increasingly horny.

After the two of them spent days at the edge of cumming, Kagura had stopped sucking on Erza’s cock and focused on trying to finger herself into cumming. As the two of them suffered in their lustful hell, they heard a set of heels clacking against the floor outside.

The door to their room opened and Mira once again stepped in to join them. She looked at the two bombshell woman struggling under the effects of her special aphrodisiac candles and smiled at the state they were in. Erza looked at her in a haze, “What did you do to us Mira? It feels so good but I can’t cum no matter what I do.”

Mira gently stroked Erza’s cock, “Of course you can’t Erza. I placed a spell on the two of you so that edge every time you are about to cum.” Erza grunted as she felt herself edge again, “How… how… agh… do I stop it?” Mira giggled, “Oh it’s very simple Erza. You see all it takes is for you make Kagura there cum, and she can’t cum unless she gets a big demonic futa cock drilling her tight pussy.”

Erza looked down at Kagura who’s eyes had rolled up as she started breaking from the pleasure overload. Mira grinned with sadistic glee, “It looks like Kagura doesn’t have much time left before she becomes a broken doll. You’d better make a choice soon Erza.”

Erza struggled with the impossible choice presented to her. If she did nothing, then Kagura would become another victim to Mira’s insanity. If she let Mira change her to save Kagura from breaking then there was a chance that she would become another one of her servants.

Erza grit her face in determination as she watched Kagura edge herself again, her face a twisted mask of pleasure and pain. She looked back at Mira with a fierce look on her face, “Do it then Mira. If it saves Kagura then I’m willing to become a demon.”

Mira gently patted her ass in glee, “What a good friend you are Erza. I don’t know anyone else who would be willing to do this.” Lining her cock up with Erza’s tight hole she gave a mighty thrust, plunging her entire cock into Erza’s asshole.

Erza grunted as she fought against the burning pleasure in her ass. She didn’t know how Mira changed people into demons but she suspected it involved dumping her cum into them. She was going to get out of this situation. She was going to save Kagura from the hell she was currently in and stop Mira from doing this to the rest of the guild.

Mira happily thrusted away at her guild mate, her fat balls making meaty slaps against Erza’s thighs. She grunted as she felt herself get close to her climax, “It’s coming soon Erza. It won’t be long until you’re a loyal demon servant just like Kagura.”

Erza thrashed against her restraints, “Go to hell Mira. Even if I get turned into a demon, I’ll beat you and save Kagura.”

Mira slowed her thrusts just enough to laugh at Erza, “It’s so cute that you think that Erza. You don’t even realize that you’ve already lost.”

Erza glared at her as the pleasure built, “What do you mean?”

Mira chuckled to no one in particular, “It’s funny Erza. You’re the first person that I’ve changed who asked for it. Everyone else was too mentally broken to ask for it.”

Erza looked confused, unsure of what Mira meant. “Oh, poor you. It must be frustrating to not know. When you asked me to change you, Erza, you unknowingly pledged yourself to me.” Erza had a horrified look on her face, “That means when I change you into a demon, you’ll already be my loyal servant. Isn’t that great?” Mira gave a guttural grunt as she felt her cock throb, “Here it comes Erza.”

Erza raged as hard as possible as she howled, “Stop it Mira. This isn’t you. You aren’t this kind of person.” Erza’s words fell on deaf ears as she felt Mira shooting her thick ropes of cum into her, “Ooooooh… noooooooooo… please don’t… do this Mira.” A spark of magic went through Erza as she felt the changes start.

Her skin went from its milky white to a soft pink color. On her forehead a long black horn steadily grew. Above her cock, a black crest tattoo started to form as Erza’s pleasure mounted. Her cock throbbed as it grew another inch while her balls swelled slightly, her cum factories now audible to the room as they went into overdrive and bubbled with thick cum. Her crest finished forming and the shackles around her hands popped open, allowing her to fall onto the ground in a heap.

Erza got onto her hands and needs, panting like an animal in heat. Her cock was so hot and throbbing so hard she thought she was going insane. Mira looked at Erza start stroking her cock with a look of pity, “Did you forget Erza? You can only cum if you make Kagura over there cum.

Erza registered what Mira said and crawled over to where Kagura was still fingering herself. She grabbed her and roughly pulled her close. Erza lined up her cock with Kagura weeping slit and thrust like her life depended on it. Kagura squealed in pleasure as she felt her lover fill her tight hole with her cock. Erza jackhammered Kagura’s pussy until she suddenly felt a change in the room. A soft unlocking sound was heard right before Kagura clamped down hard, “Oooooo… I’m cumming Erza!”

Erza’s eyes rolled into her head as she felt her cock throb harder than ever. Her cock erupted with seed as the locking curse was removed as she finally lost it. She grabbed Kagura’s hips and slammed into her over and over, “ **Ahhhh… It’s coming Kagura. Take my seed. Get swollen with my demon babies you slutty whore!** ”

The crest on Kagura glowed a bright green as she felt Erza’s seed fertilize her eggs, “ **Yeeeeeeeeeeeesh… I can feel your seed fertilizing my eggs. Fill me with your babies Erzaaaaaaaaaaa!** ”

Erza pumped her cum into for a good five minutes before she fell over on her side. Mira looked at the two passed out magic swordswomen. Personally, she thought they look adorable together. She snapped her fingers and two rifts opened, dropping two separate slime like creatures in the room. The slime like creatures were both black. The first black slime moved towards Kagura and started wrapping itself around her body. It started at her pussy, sealing it tight to prevent any of Erza’s cum from spilling out. From there it spread upwards, making itself into a one piece that stopped at the tips of her nipples. The rest of the slime formed thigh high boots around her meaty thighs, pressing in tight to make her juicy thighs more appealing. Surprisingly enough, Kagura’s crest tattoo could still be seen through the red slime. Mira gave the slime suit a quick test by kicking it with enough force to crush a house. She was quite satisfied with the result, it felt like she had kicked a damn dragon.

The other slime did the same thing with Erza, the only difference was that it wrapped itself completely around her cock and balls. Mira grabbed her candles and left the two of them to recover from their experience.

Erza and Kagura woke at almost the same time the next morning. The two immediately moaned in pleasure as their slime suits wriggled around on the inside, stimulating their sensitive tits and genitals. Erza pulled her attention back enough to notice that Kagura had a small belly bump poking out of her suit. Erza gently rubbed her swollen belly, “It looks like demon babies grow faster than normal babies.

The door opened again and Mira came in, her massive cock bobbing up and down. The two women crawled over and each grabbed one of Mira’s hanging balls so they could lick and suck on them. Mira knelt down and rubbed a gloved hand over Kagura’s belly bump, “Mmmm… it looks like you’ll be popping out a lot of demon babies Kagura. I hope they all come out like you and Erza.

Levy walked through the door with a wide grin on her face. She took her place between Erza and Kagura and started licking Mira’s shaft, “Mistress, Romeo is ready now.” Mira’s eyes widened as the best piece of news for the day came to her, “Fufufu… that means we can move onto the next stage.”

**Notes for the Chapter:**

> Well I hope you wonderful people enjoyed this chapter of my story. The next chapter is probably going to take a bit longer so i can make sure its just right. If you want to talk to me outside of comments you can find me in my discord https://discord.gg/qWqFWWK. Otherwise feel free to use the comments section. I know I say this alot but I really to enjoy interacting with all you madlads. Until next time stay enlightened.


	7. The Great Breeding

**Summary for the Chapter:**

> Mira takes another step in her plans for conquest. This one proves to be a stickier situation than all the others.

**Notes for the Chapter:**

> Sorry this one took so long. School started and I had to start over multiple times due to not being satisfied with how it was going. It's here now and I hope you enjoy. Disclaimer: contains, futa x fem, futa x femboy, mpreg, mind break, transformation, corruption, tentacles, and many other fun things.

Ch 7 The Great Breeding

Lisanna woke with a groan. She looked over and saw Mira’s bed empty again. Her cute face frowned. Mira had been away at night almost every day for months now. Her eyes blinked rapidly as she suddenly felt strange. Her mind seemed to be struggling with something as she felt a lapse happen. She came out of her fugue feeling confused. “That’s weird. Maybe I’m not sleeping enough.”

Lisanna got dressed and made her way to the guild. As she walked down the street her face twisted in confusion. It was odd but it seemed like Magnolia was… seedier than it was a month ago. Walking down the street she felt numerous lustful glares being sent her way by rather… unpleasant individuals. Hurrying along she made it to the safety of the guild and sat herself down at the bar.

She looked up when she heard a familiar angelic voice, “What’s wrong sis?” Mira looked down at her baby sister with worry. Lisanna gave her a reassuring smile, “It’s nothing sis. I was just being paranoid on my here I guess.”

Mira patted her on the shoulder, “Tell me what happened Lisanna.” Lisanna sighed and explained how uncomfortable it was walking the streets. Mira gave her a concerned look as she heard about the seedy element of the city being so open. “Let me go talk to the mayor. We’ll see if we can do something about it.”

Lisanna gave her own angelic smile, that would melt the hearts of men everywhere, before she went off to talk to a nearby Lucy. Mira watched her go with a demonic orange glint in her eyes. “ _Mmm…Looks like I’ll have to deal with you now my sweet baby sister_.”

Mira left instructions for Lucy while she was away and left the guild to go see the mayor. She cast her eyes around as she walked down the street. It was as Lisanna described. Unsavory individuals lurked around corners and at the entrance to alley ways just waiting for fresh prey. “ _This will not do. This isn’t the right time for this to happen. Looks like the mayor and I really do have something to talk about_.”

Mira turned into an alley to take a shortcut to the mayor’s house. She noticed three men we following behind her until a fourth showed up to block her way. Pinned between the two groups they quickly surrounded her. The largest of the group got in her face and took a sniff of her hair. “Look at this boys. A beauty decided to wander into our alley.” The other three men snickered at the situation with lewd grins on their faces. One of them made a lewd gesture towards Mira, “I doubt she has the money for the toll boss. Maybe she can pay with something else?”

The boss liked the idea as his eyes scanned up and down Mira’s body. He was particularly interested in her massive bust. “I think you’re right. How about it beauty? Let us blow our loads all over your pretty face and we’ll let you go.” Mira’s smile never wavered as she was accosted by the thugs. When the leader suggested that she lower herself to being their jizzrag her eyes started to glint dangerously. The leader reached his hand forward and roughly squeezed her breast. “What do you say beauty? Are you gonna be a good girl or do we have to show you how things work around here?”

A flash passed by the leader and he felt a strange sensation coming from his wrist. He looked down and saw a bleeding stump where his hand used to be. His eyes shot back to Mira who was holding his severed hand, a devilish grin was plastered across her face. “What’s wrong? A big strong man like yourself shouldn’t be taken down so easily.”

The other three thugs tried to run but didn’t make it far before slimy tentacles started to pull them back towards Mira. “I noticed that you four aren’t part of the group I hired for security. That’s perfect. I’ve been running a little low on sluts for my customers.”

The leader finally put everything together and his eyes went wide with fear. “You’re the owner of the brothels? We’re sorry. We didn’t know it was you. Please don’t send us to your brothels!”

Mira soaked in their fear as her grin became sadistic. Her tentacles turned into needles and poked the three thugs in the neck. “I’m afraid it’s too late for that. Don’t worry though. I’m not sending you to my brothels.” The leader’s face lightened with hope before a blur passed by. The last thing he saw was his body falling into a heap as his head flew into the air.

Mira looked on with satisfaction as she felt the three thugs in her clutches slowly turn into women. “I’ll just leave you three in a safe place for one of my men to pick up later.” Mira hid her new sluts in an empty building before she sent a magical message to Bruno to have them picked up. Done with her surprise business she continued her trip to the mayor’s home.

\----------

Mira arrived at the door to the mayor’s house and gave a hard knock. The door opened to reveal one of the maids who worked for him. She looked at Mira with a confused expression, “Can I help you?” Mira gave her a bright smile, “I’m here to see the mayor. Please tell him the Fairy Tail guild master is here.”

The maid returned a few minutes later and greeted her with a bow. “The mayor will see you Madam Strauss. Please follow me.” The maid turned and led Mira into the heart of the mayor’s mansion. Along the way Mira gave her a thoroughly looking over and liked how plump her ass appeared. They reached a comfortable lounge where the maid offered her a seat in most comfortable chair. She sat and watched the maid go to fetch the mayor.

Mira dispelled her illusions, allowing her true demon form to be prominently displayed. It took no more than a few minutes for her to hear footsteps coming down the hall. The door opened and the mayor entered with his maid in tow. The maid took one look at Mira before fear etched itself on her face and she opened her mouth to scream. “Ahhh….glrgk.” The maid never got to scream because Mira’s tentacle cock slammed into her throat while the other pulled her close so she could be closer to the demonic futa.

The mayor took this all in pretty well, considering the alternative. He promptly closed the door and approached on his knees. He reached her feet and bowed low so he could kiss them as he was trained to do. “Welcome to my home Your Majesty. How can I be of service?”

Mira ignored the maid as she looked down on her servant. “Did you do as I commanded?” The mayor kept his head down as he eagerly reported, “Of course. We collected her from the Fairy Tail physician within an hour of my departure, stating we needed her in order to make a report to the Magic Council. Afterwards, she was quickly disposed of. Cleanup was of course taken care of.”

“That’s very good. What a wonderful servant you are. I believe I promised you a reward. Do you want to breed one of my sluts or do you have something else in mind?” The mayor stopped for a moment, his eyes darting every which way as he thought. “C-Could you possibly make my daughter into one of your sluts?”

Mira’s eyebrows raised; she truly hadn’t been expecting this. “If I understand you correctly, you want me to change your daughter into a slutty cumdump so you can impregnate her?” The mayor gave a firm nod, he was sure this is what he wanted. She clapped her hands in delight, “What a wonderful idea. Since you have asked, I shall make it happen. Bring your daughter to our next little get together and I’ll take care of it. Now then, another reward for being such a good servant. Stand.”

The mayor slowly got to his feet. He kept his head down as was proper for a servant like him. “Come closer.” He shuffled over to her side where she gently grasped his head and pressed him into her chest. “Go on. Drink of your queen’s milk.” They mayor was confused for a second but shook it off as he gently latched his lips around Mira’s thick tit and gladly sucked. She let him drink her milk for a few minutes before she gently pulled him off. His eyes were slightly glazed as he struggled to remain in control of his faculties.

Mira directed him to sit down before she began their little meeting. “Now then mayor. When I was on my way here, I noticed that the city is becoming a little…how should we say…seedier. In fact, I was assaulted by some thugs on my way here.” The mayor’s eyes came to life a little before he managed to answer. “They didn’t hurt you, did they my queen?” Mira gave a cute laugh at the question. “No, I promptly put them in their place but it does lead me to my idea for them. I want you to crack down on the obvious criminals in the city. Make it impossible for them to do anything if they don’t work for me. Understand?”

The mayor got back on his knees. “Yes, my queen. It will be done. May I ask for aid from the Magic Council?” Mira gave him a gentle nod as she turned to the maid in her clutches. “Now it’s time to decide what to do about you dear. You’ve heard too much so I’ll just turn you into another of my demon servants. Open wide.” The maid desperately tried to keep her mouth shut but the tentacle formed into a mouth ring and had her open for her new mistress in no time. Mira gently rubbed her head, “Don’t worry dear. It’ll be over before you know it.”

She grabbed the maid’s hair and started to roughly face fuck her, her cock easily making a bulge in her tight throat. “Mmm…this is a good throat pussy. I think I know how best to put you to use.” Mira didn’t have a lot of time so she quickly brought the maid up and slammed her down on her cock, her muffled scream silenced again by the tentacle cock. Within moments she was pumping a thick load of cum into the maid’s virgin pussy. “Mmm…not bad. I’ll send someone to pick her up later, after she’s had time to go through her transformation.

Mira stood and quickly re-applied her illusions before she left the mayor’s mansion. She returned to the guild with an angelic smile and went over to where Lisanna was sitting. “I talked with the mayor sis. We’re putting together some measures to address the blatant criminal actions going on in the town.”

Lisanna jumped and gave her sister a hug, which planted her face directly in between Mira’s massive tits. She felt her cock start throbbing with need again and her mind went back to that one morning she almost used her sister for relief. Mira patted Lisanna’s head as her baby sister smiled in happiness. “ _Oh…I can’t wait to break you Lisanna. I’ll make sure it’s a special occasion_.”

Mira sent Lisanna back to her friends and headed back to her office. She sat herself down and sighed in relief. Lisanna was just too sexy sometimes and now she was throbbing with need. Behind her a purple skinned figure melted through the wall. Kagura stepped forward and Mira felt herself get even hornier. Kagura had swollen up pretty quickly after being impregnated and now her belly was rapidly pushing out of her skintight suit. Barely two months after bringing her into her ranks she was already looking like she was going to pop. “Right on time Kagura. Your queen needs some service so why don’t you be a good girl and help me out.”

Kagura obediently knelt in front of Mira, her pregnant belly sloshing around as she slowly moved. “Of course, my queen. Whatever you desire, I will do my best to provide.” Mira gently patted her head. “Aren’t you a good little slut. Well then, go ahead and use your mouth and don’t stop until I’ve dumped my load in your belly.”

Kagura nodded as Mira removed her illusions and set a barrier around her office. She started by giving Mira’s massive cock long teasing looks until it was nice and slick with her saliva. Seeing she was ready, Kagura took the tip into her mouth and started gently suckling as a warm up. Mira patted her head, “Good girl. Keep it up and I’ll give you a nice sticky treat.”

Kagura responded by swallowing Mira’s entire cock down her throat. Mira groaned as she felt her slut’s throat clench tightly around her. “What a good little slut you are. I’m going to cum pretty soon if you keep this up.” Kagura rapidly bobbed up and down until she felt Mira’s cock throb. She slammed her head all the way down and took it all the way to the base. Mira let loose and let out a small river of her seed down into Kagura’s belly.

Mira pulled her cock out of Kagura’s mouth with a sigh. Her lust was back under control for now and she needed to get some work done. “Kagura, are all of the beds ready?” Kagura was still sloshing her leftover cum around her mouth so she responded with a nod of her head. Mira gave her an affectionate pat, “You are a very good general my little slut. Is Erza keeping you full of her cum?” Kagura gave another nod. “That’s good. It’s important for both of my slutty generals to keep each other happy.”

Mira looked into the distance, past the walls of her office. Her voice seemed to reach through space. “Come here Erza.” A tremor rippled through the world as a red portal appeared in her office. Erza stepped out of the portal, her skintight suit hugging her big tits tightly. She knelt in front of Mira, “How can I be of service my queen?”

Mira sighed. Erza was one of her demon generals now but she was still so uptight. “Erza, I want you to go around to our VIP clients and let them know we’ll be hosting a gathering in three days. I also want you pick up the mayor’s daughter and put her through our…initiation.” Erza nodded before she looked at Kagura licking the leftover cum. She pulled her lover in and aggressively kissed her. Their tongues battled as they swapped the little bit of Mira’s cum back and forth. Eventually, they pulled away with their faces a little flush. Mira patted both of them. “There there my little sluts. We have work to do. Go ahead and set out Erza. Kagura, I want you to prepare for our event. Make sure the other two beds are ready to move by tomorrow night.”

Her two demon generals bowed before they stepped back through Erza’s portal and left her to her work. She dropped her barrier and sighed as she started pulling papers toward her. Mira spent the rest of the day in her office, stopping only to eat a sandwich Lisanna brought her. When she finally finshed she sat back in her chair with a groan. She found paperwork so tedious, even worse was that she was horny again. She clicked her fingers and Ellie appeared through another portal.

She immediately went up and gave her big sister a bone shattering hug, her transformation had strengthened her body to unreasonable levels. “What do you need big sis?” Mira gently pushed Ellie away from her before she ripped her bikini bra away to reveal her thick nipples. “I want you to pleasure me with your fat milk tanks Ellie.”

Ellie giggled and got on her knees. She wrapped her fat tits around Mira’s cock with a mighty ‘slap’ before she started with gentle strokes. Her tongue dipped out and started to softly lick Mira’s head. “Your cock is so big sis. You’re so mean though. You haven’t officially taken me as your bride yet and I’m sad.”

Mira started grunting as Ellie smothered her cock with her amazingly soft tits. “Don’t worry Ellie. I have something special in store for our official ‘wedding’. I promise you that you’ll love what I have in store for you. Now shut up and use those cow tits.” Ellie nodded and increased the pressure on her tits. Her tits now made an incredibly tight fuck hole and Mira felt herself getting close. “Ngh…suck on the tip you slutty little bitch.”

Ellie felt herself getting wet as Mira demeaned her. Ever since her transformation this is what she loved, being treated like a toy by her big sister. She wrapped her puffy lips around Mira’s tip and started sucking hard. Her cheeks hollowed as her mouth became a vacuum. Mira’s chair creaked as she gripped it with her demonic strength. “Gods your mouth is so fucking good.” She reached forward and grabbed her sister’s head before she slammed her all the way down. Mira started moaning as Ellie’s throat squeezed her cock. Her cock throbbed after a few minutes of sucking. “Fuck. Here it comes you slutty jizzrag!” Her cock pulsed as it delivered a thick flood of cum. Ellie sucked even harder as she received a serving of her thick seed.

Mira panted as she unloaded her second large shot of cum of the day. She patted Ellie’s head gently. “Well done Ellie. You’re such a good slut for your big sister. You’ll get your reward soon.” Mira got up from her chair and took a portal to her lovely underground brothel. She stepped out and found Levy waiting for her with her ass cheeks spread. “I’ve been waiting for you mistress”

Mira passed her while giving her a firm spank on her fat ass cheeks. “I won’t be able to fuck you tonight Levy, but I could use a cock sock while I’m sleeping tonight.” Levy giggled and followed Mira into her bedroom. Mira threw her dress off and dropped her illusions, her thick cock flopping around as she walked. She laid back on her bed large bed and smiled lewdly at Levy. “Are you going to keep my cock warm or not Levy?”

Levy threw off what little clothing she had and crawled into Mira’s bed. She slowly took Mira’s cock into her throat until her balls were slapping her chin. She purred contently as she suckled her way into a deep sleep. Mira patted her head before she nodded off herself.

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They woke up the next morning with a groan. Levy groaned around Mira’s cock and it resulted in Mira shooting a load of cum down her throat. Levy pulled herself off of Mira’s cock while smacking her puffy lips. “Teehee…thank you for breakfast mistress.”

Mira smiled; tomorrow was the day. She intended to spend today making sure she wouldn’t be pestered tomorrow. She got out of bed and donned her illusions and clothes before she stepped through a portal into her office. She plopped herself down in her chair just as a knock sounded from her door. It opened to reveal Lucy, in yet another sinfully revealing outfit. “ _Gods damn you. Why does she always dress like she wants someone to bend her over and wreck her pussy_.” Lucy smiled as she walked in. “Good morning master. How is it that you always get here without being seen?” Mira waved her hands in a charming fashion. “It’s all about speed Lucy. When you’re fast enough you never have to worry about being late. Could I ask you to get me a sandwich Lucy?”

Lucy gave a bright smile. “Sure thing.” Lucy turned and left. Within a few minutes she was back with a freshly made sandwich. She sent it on the desk before she plopped onto the couch, her tits bouncing madly. “Mira, could I ask you for advice?” Mira looked up with confusion. “What’s wrong Lucy?”

Lucy huffed as she pouted. “It’s Natsu. He’s so thick headed that I don’t know what to do. How can he not figure out that I like him Mira? Gods I’m practically naked when I fall on him. What should I do to get through his thick head Mira?”

Mira was a bit surprised. Everyone knew Lucy liked Natsu. It was just about the worst kept secret in Fairy Tail. A devious thought formed in Mira’s head. This was a perfect opportunity to plant a seed in her mind. “Hmm…have you thought about not trying to get his attention so much?” Lucy scrunched her face in confusion. “What do you mean Mira?” There it was, now she had Lucy’s attention. “Instead of working so hard to get his attention, why don’t you make him jealous by throwing your attention at others.” Lucy’s face brightened with clarity. “So, I should act a like I’m hooking up with other guys. How should I do that? I don’t actually have a lot of experience.”

Here it was, the perfect time to plant a slutty seed in Lucy’s mind for the future. She smiled before she continued. “Well, the first thing I think you should do is dress in skimpier clothing.” Lucy raised her eyebrows; she barely wore clothing as it was and Mira suggested she wear less. “Next thing you should do is start actively flirting with guys in front of Natsu, maybe even take them home with you so you can get some practice.” Lucy’s face flushed a bright red. She wasn’t experienced in any way, even though she had a body that men would kill for the chance to fuck. “The last thing you need to do is blow him off when he tries to get close to you. Make him want to chase you and claim you.”

Lucy’s face was practically on fire now as Mira walked her through becoming a slutty bitch to get Natsu’s attention. She couldn’t take the lewd conversation anymore and quickly stood up. “I’ll let you get back to work Mira.” She left the office with all the speed she could muster and Mira watched her go with a demonic smile. “ _I look forward to continuing your education at a later time_.”

With Lucy gone she turned to her always massive pile of paperwork and started to get through them. As the day passed, she listened to the guild members fight as they usually did. When the sun started to set and the guild began closing, a portal opened in her office. Ellie walked through with her dinner and set it down before she knelt down. Her hands reached forward and started to gently stroke Mira’s hard cock. “How was your day big sis?”

Mira sighed in relief as she enjoyed her dinner and light handjob. “It was oddly productive. Lucy came by asking about how to make Natsu notice she has feelings for him.” Ellie giggled at the idea; she knew Lucy was head over heels for Natsu but couldn’t figure out how to get farther with him. “How did that go big sis?” Mira gave her a sinister smile. “Let’s just say I think she’s going to be much more fun to initiate than others were, when her time comes of course. Now, how are the preparations going Eliie?” Ellie switched to a serious mode as her face hardened slightly. All of the guests have received their invitations. We also have the mayor’s daughter undergoing her ‘training’ at the brothel. She should be ready by tomorrow evening.”

Mira was very pleased. If everything came together the right way, then tomorrow would be the true start of everything. “Let’s go Ellie. I want to get plenty of rest for tomorrow’s big event.” The two of them left the guild through the portal, directly into her bedchamber. Mira cast herself onto her bed and beckoned Ellie over. Ellie made it two steps before Levy barged into the chamber and launched herself into Mira’s bed. “That’s so mean mistress. You weren’t going to leave your favorite cocksleeve out of this were you?”

Mira patted her head. “Of course not my cute little buttslut. Come here, I’ll use both of you tonight.” She pulled the two of them close to her and gave each of them a steamy kiss that left them groaning with lust. “How about the two of you be my body pillows tonight. I want to be nice and full for tomorrow evening.” They nodded as they cuddled with their demonic queen and fell asleep.

The night passed quickly and before they knew it, they were waking with deep yawns. Mira felt her cock throb with excitement and need as Ellie and Levy rubbed their soft bodies all over her. “Not now my sluts. We have some last-minute preparations to do for tonight.” They let go of Mira reluctantly and went to get ready.

Mira got dressed and went to see how Romeo was doing. She entered the Breeding Room and had to focus in order to not cum on the spot. Romeo was right where she left him, being molded and stuffed full of tentacles. She walked up and rubbed her hand on his soft belly. Romeo’s eyes were glazed over as the tentacles pumped in and out of his holes. “Oh, look how cute you are Romeo. All nice and broken like the good little slut that you are. I can’t wait until tonight. I’ll make sure to put your new body to good use.” Romeo grunted and groaned through the tentacle pumping his mouth, too broken from the endless pleasure to do much more.

Mira chuckled as she left her little toy to his final preparations. She entered the theater where Bruno and his men were busy making sure everything was ready for the evening. They froze when they felt her enter the room, their eyes looking anywhere but her perfect sexy body. “Come here Bruno.” Bruno’s face lit up with fear as he heard his summons. He quickly walked onto the main stage and knelt. “Y-Yes my queen?” Mira gave him a calming smile. “Don’t worry Bruno. I just have some questions. When Erza and Kagura broke into my lovely brothel, what were you doing?”

Bruno’s eyes darted around. He wasn’t sure how he should answer this question but he knew that lying to Mira was not a very good idea. “I-I was umm…I was pre-occupied in one of the storage rooms.” Mira’s eyes glinted. “Ohoho. Is that what you call hammering Levy’s slutty pussy while you choke her with those big strong arms.” Bruno’s face froze with fear as he recalled all the terrible things that he had seen, “I-I-I can explain.”

Mira beat him to the punch. “It’s fine Bruno. I just wish you had felt comfortable enough to tell me.” Bruno froze in mid-sentence. “You…you aren’t mad at me?” Mira tittered at him, “No, of course not Bruno. I trust you to protect my business and aside from that one disappointment you’ve pleased me greatly. I think that you should get rewarded in more than just money every now and then. So, if you want to fuck Levy like the little slut she is, then feel free to do so.” Her eyes glinted dangerously, “Just make sure you don’t fail in your job.”

Bruno grinned for the first time since he took this job. He had been building up a lot of stress with the difficulty of the job combined with the slutty whore that was Levy following him. Now he was being told that as long as he kept doing a good job, he could fuck that sinfully hot whore and it made him excited at the very prospect. For the first time since he took this job he sincerely bowed to Mira, “Thank you for your kindness your majesty.” His men looked at him like he was insane as he turned around and got back to directing their efforts.

Mira gave them a saucy grin before she exited the building and appeared at the entrance. It was a perfect day to walk to the guild and she intended to enjoy it. She started walking to the city when she heard the last voice she expected to hear. “Bis sis Mira?” Mira whipped around and saw Lisanna staring at her. She felt a drop of sweat trickle down her neck. She didn’t know why Lisanna was out here but she was dangerously close to seeing something she shouldn’t, yet. “Lisanna! What brings you out here so early?”

Lisanna sensed that something was wrong. Mira never came home last night and now she had found her out here in the middle of nowhere. “I’m working a job for quick money. What are you doing out here big sis?” Mira’s smile didn’t waver for an instant. “I felt like talking a walk through the hills. The weather is so nice today afterall.” Lisanna’s suspicions deepened. Yeah Mira would occasionally go out for a walk when she had time but she was the guild master now, free time wasn’t something she had a great deal of right now. Before she could arrange her thoughts, Mira gave her a hug, “Let’s head to the guild if you’re done with your job.” Lisanna could only nod at her sister’s suggestion, although she could feel herself getting a little lightheaded as she was pulled tight against her busty sister.

The two sisters marched through the town with serene expressions that made every man around them consider trying to flirt with them. When they made it to the guild, they had a crowd of men following them with dumb lewd expressions on their faces. Mira shooed them all away before she entered the building, “Geez. Men can be so troublesome at times. Good thing I don’t really have to worry about that right Lisanna?” Lisanna widened her eyes in surprise as Mira dropped a subtle reference to her condition. She had been so nervous talking about it in the past, but now she was dropping hints in public, “Umm…right big sis.” Her face lit up with a blush as she thought about the one time she had walked in on Mira bathing and seen her massive cock first hand. Mira noticed Lisanna blushing and pulled her by the chin. “Why is your face red Lisanna? Do you not feel well?”

Lisanna let out a cute ‘eep’ and stepped back, “Umm no it’s nothing big sis. I’m just going to turn in my job.” Lisanna walked away as fast as she could, her face blazing red as she went. Mira watched her go with a glint in her eyes. It hadn’t gone the way she wanted it to but she knew that Lisanna was going to end up at the brothel tonight. Mira went to her office and let everyone know that she wasn’t to be disturbed unless it was an emergency. With peace and quiet guaranteed she tore through her work with an unmatched speed and before she realized it the day was over and evening was arriving. She grinned as she stepped out of her office and left the guild.

\-------------

Lisanna lurked outside of the guild as evening arrived. She felt ashamed of herself for suspecting her beautiful sister of doing anything criminal but she couldn’t shake her suspicions from that morning. So now she found herself waiting for Mira to leave the guild so she could follow her. She rubbed her head frantically as she tried to think of a reasonable explanation for Mira being at the hills so early in the morning. Her thoughts were interrupted by Mira coming out of the guild and making her way to the town’s gate.

Lisanna carefully trailed Mira, making sure she never got too close or lost sight of her while she walked. After 15 minutes of walking Mira stopped at the edge of Magnolia to slip into a discreet shop. Lisanna got right up next to the door and switched to her Cat Takeover so she could listen in. The noises were muffled but she was able to pick up on what they were saying. Her sister’s voice appeared to be dominating the conversation. “I’m going to need more supplies. My guests have been running through what I provide faster than I expected.” Lisanna’s ears twitched as she listened, ‘ _What guests? Mira doesn’t own any shops around here_.’ She focused harder as a man’s voice answered, “Yes, yes I understand. I’ll have it ready by tomorrow and I’ll send it to location two for pickup.” The man hesitated for a moment before he continued. “If I may ask, would you be interested in purchasing gags for your guests to use? It may help you in the long run.” Lisanna felt her blood run cold as she heard Mira’s response. “That won’t be necessary. I rather enjoy their screams as my guests use them.”

Lisanna backed away from the shop and hid herself, her mind was running itself in circles. ‘ _No, Mira wouldn’t be involved with something like that_.’ Lisanna came to her senses as Mira exited the shop and continued her journey to the edge of Magnolia. Their trip led them back to the hills she had found Mira at that morning and her suspicions deepened into despair inducing certainty, her wonderful and perfect sister was up to something criminal.

Lisanna hid in a nearby thicket and watched as the evening brought a number of people dressed in fancy clothing and masks. ‘ _These must be the guests Mira spoke of_.’ She watched as they grouped together before a very curvy woman in an orange dress came out to greet them. She couldn’t hear what they were saying but she saw the guests each produce a gold card and present it to the busty woman. She watched them enter a hidden door in the side of the hill and realized this was the same hill she found Mira at.

She was determined now. She didn’t know exactly what Mira had gotten herself into but she was determined to get her out, by force if necessary. She waited until all the guests had entered through the door and quietly crept up to the hill. It didn’t take her long to find the door now that she knew it was there. Within minutes she had the door open and was quietly creeping down a long hall. She reached the end of the hallway and stepped into a receiving room of sorts. She didn’t see anyone around and the only other door was straight across from her. Footsteps suddenly came from the other side of the door and she quickly hid herself behind one of the long drapes. A woman who appeared to be the receptionist stepped out with a blush flaring across her face. She stepped behind her desk and fanned herself before she realized there was someone behind her. “Who’s the…” Her voice was cut off as Lisanna quickly knocked her out and slipped into the second door.

Lisanna stepped into another long hallway, except this one went down into the earth. She slowly walked down the hall and eventually she could hear the sounds of what sounded like celebration. She came to a halt, trying to see if she could hear what was going on before proceeding. She could hear both male and female voices but she was too far away to make out exactly what they were saying. She crept down the hallway and made it to the massive theater. She fought back a gasp as the sheer size and majesty took her by surprise. She turned her gaze to the massive center stage and saw a horrifying sight. There was a very beautiful, very sexy woman sitting in a throne with her thick cock out on display. She felt herself drool reflexively at the massive cock on display.

Lisanna stealthily moved in the back of the theater while she watched the auction. Currently, a blonde woman with large tits was being auctioned for the night and the bidding was getting intense. She took a good look at the woman being auctioned and was horrified to see that seemed to enjoy her situation, a giddy smile plastered on her face as she giggled. ‘ _Ok. How can I get the girl out of here without being caught?_ ’ Her thoughts were interrupted by a cough that came from her side. She turned quickly and found a pink skinned woman with red hair looking her. “Eep!” She turned and tried to make a run for it but didn’t make it far as the woman behind her pounced on her.

The audience turned as they heard the disturbance in the back of the theater. Their eyes went wide in surprise as Erza marched towards the stage with a struggling Lisanna in hand. “Let me go!” Erza knelt before Mira, her iron grip on Lisanna impossible to break. “I caught an intruder my queen.”

Mira grinned with joy at Erza’s brutal efficieny. “Good girl Erza. I knew I could count on you to protect us. Now let’s see what we have here.” Mira gripped Lisanna’s chin and tilted her face up. “Oh my. You’re here ahead of schedule Lisanna.” Lisanna fought in Mira’s grip, unable to move an inch, “What do you want!?” Mira grinned and reached down with her free hand. She tore away Lisanna’s top, exposing her perky D cup tits to the cold air. “That’s simple. I want you dear sister.”

Mira had Lisanna gagged before she stood from her throne to address her guests. “My apologies for the disruption dear guests. We had a special event planned for tonight and it looks like we’ll be bringing it forward. Kagura dear, please bring in the beds.” Kagura bowed and made her way behind the theater, her pregnant belly sloshing around as she moved. She returned moments later with three guards pushing what Mira referred to as the ‘beds’. Writhing cushions of slick tentacles were wheeled onto the stage. On one bed laid Romeo, his body now soft and curvy with a tiny cock and balls. On the other bed was Ellie, her perfect fuckable body was held down by tentacles while her feet were brought behind her head by another set of tentacles. She grinned excitedly as she felt the crowd observe her in all her sexy glory.

Mira gave theatrical flourish as she revealed the three ‘beds’. “I hope you all enjoy tonight’s event.” Mira motioned for Erza to bring Lisanna to the final bed in the middle. Erza ripped off the rest of Lisanna’s clothes and dragged her over to the last bed. The tentacles wiggled excitedly as Lisanna fought hard against Erza’s demonic strength until she was within reach. They wrapped around her wrists and slowly dragged her across the floor until they lifted her up and pulled her into their cushion like mass. Another tentacle slipped into her mouth to gag her while two others pulled her feet behind her head just like the others. Mira smiled lewdly as she watched the final tentacles prod and prep her holes. “Now, who should I start with.”

Ellie squirmed as much as she could, trying to get Mira’s attention. “Siiiiiis. Please breed me first. I’ve been waiting so patiently.” Mira gently spanked Ellie’s cheeks. “That’s true. You’ve been good and patient.” Mira inserted two fingers and gently thrusted into Ellie’s pussy. “Yes, I think I’ll knock you up first Ellie.” Ellie squealed in delight as Mira suddenly thrust her 15-inch cock into her pussy and smashed into her womb. “ **YES! FILL MY SLUTTY WOMB UP BIG SIS!** ” Mira began slamming into Ellie’s pussy from above, loving how she squeezed around her thick veiny cock. “What a good sister you are Ellie. I’ll give you what you so desperately want.” Mira roughly grabbed her sister’s hips and SLAMMED her cock in as deep as she could go. She proceeded to jackhammer in and out of her tight hole, all the while Lisanna watched in horror and confusion. Minutes passed as the scent of sex filled her nose and Mira howled in pleasure. “ **HERE YOU GO YOU SLUTTY CUMDUMP! ACCEPT MY SEED AND GET PREGNANT!~** ”

Ellie’s womb tattoo glowed darkly as she felt Mira’s hot seed fill her womb. “ **YES! YES! YEEEEEEEEEEEESSSSSSSSSS!** ” She felt her mind melt with pleasure as she felt Mira’s seed fertilize her eggs. Her tattoo finally stopped glowing as she squirmed with happiness. “Hehe…big sis’ seed definitely knocked me up with her beautiful demon children. You should stop fighting Lisanna. Join us in the endless pleasure.”

Lisanna tried to break free again. Her eyes were wide with terror as tears started to form. Her memories were getting strange. She suddenly remembered her big brother Elfman but it was changing, turning into her big sister Ellie. All the memories she had were twisted and warped by Mira’s demonic magic until she couldn’t remember what was real.

Mira pulled herself out of Ellie’s hungry snatch and observed her work. Ellie was panting like an animal in heat, gently pumping her hips as best she could to try and entice Mira back into greedy womb. Mira gently stroked her face. “That’s a good girl. You enjoy yourself with the toy I’ve left for you.” The tentacles pounced on Ellie’s body and stuffed her holes to the brim. Her eyes rolled back as she started cumming over and over. Mira looked at her two remaining seedbeds. She gracefully walked over to Romeo’s bed, swaying her hips for her audience as she went.

She stopped at the foot of his bed and commanded the tentacles to vacate his asshole. As they left his stretched hole quickly restored itself to an almost virgin tightness, a perk of his new demonic body and the tentacles modifications. She reached down and rubbed his soft belly. “I hope you realize how difficult it was for me to have a womb put into your ass Romeo.” Romeo groaned dumbly as he gazed blankly at the ceiling, his mind long since obliterated by the endless pleasure he endured. Mira gave a divine smile as she lined herself up and hilted herself in his ass. She gasped as his soft ass squeezed around her cock with inhuman force. “Oh my…it looks like those modifications worked wonderfully.” She groaned as she pounded Romeo’s ass with a feral ferocity. She felt her head hammering at the entrance to Romeo’s new ass womb and punched through it with a mighty thrust. Her eyes rolled back as his new womb latched around her cock and sucked. “ **OH, FUCK THAT’S AMAZING ROMEO! HERE IT COMES! GET READY TO BE THE FIRST PREGNANT FEMBOY CUMSLUT! <3**” Her cock shot a tsunami of cum into Romeo’s waiting womb and just like Ellie, his tattoo glowed darkly to confirm that he was pregnant now.

Mira staggered backwards, her body feeling slightly tired from two seedings back to back. Her tiredness flew away when she saw Lisanna’s pussy exposed and ready for her to take. She pounced on top of her sister and licked her neck gently with her long demon tongue. “Mmmm…don’t worry Lisanna. You’ll love being my personal baby carrier.” Lisanna gave one final attempt to escape. She fought and fought but the tentacles had her bound too tightly, in fact she felt herself sinking deeper into the cushion. She finally gave up and sagged back into her new ‘bed’. “That’s right Lisanna. Just give up and become another of my demonic cumsluts. I promise you’ll love it.” Lisanna grunted into the tentacle that was deep in her throat, trying to scream at her sister that this was wrong. Unfortunately, it had the opposite effect. “Oh, my what an eager sister you are. Asking me to take your virginity and knock you up in front of everyone is such a naughty thing to do, but who am I do deny my cute little sister.”

Mira grinned and forced past Lisanna’s hymen in one stroke before hitting her womb. Lisanna screamed as her eyes went wide. She had expected pain but found her body overrun with pleasure. Mira drilled into her tight snatch, but suddenly switched to gentle thrusts against her womb. She shivered with pleasure as she felt herself cum over and over from being stretched so wide. Her hips began to buck as much as they could into Mira’s thrusts. Mira grinned and stroked Lisanna’s face, “You’re such a good sister. I want to hear you beg to become my baby factory.” The tentacle in Lisanna’s mouth pulled back and she panted, trying to get air into her lungs. “Go on Lisanna. Beg me to fuck you into a slutty mess like I did to Eliie.” Lisanna looked at her sister with barely any fire in her eyes. Her body was constantly cumming from the pleasure and she knew that even if she got free, it would be child’s play for Mira to catch her. Lisanna whispered to her big sister, “P-Please.” Mira grinned, her victory near, “Please what little sis?” Lisanna blinked back tears as she threw away her futile resistance, “Please fuck me until I’m a slutty baby factory for your demon babies.” For a moment, the old Mira shone through with an angelic smile, right before she punched into Lisanna’s baby chamber and painted her insides white. Mira held her sister close as she felt the changes take place. Her pale white skin turned a light blue while her eyes changed to a gentle purple color. Her womb tattoo quickly formed, a pure white, before it glowed brightly to confirm her pregnancy. She moaned as she felt two short horns pop out of her scalp and poke through her white hair. “Good job Lisanna. I’m so proud of you. Get some sleep baby sister, you have a lot of work to do in the future.” Mira cuddled next to Lisanna as the theater fell into a massive orgy, leaving Erza to make sure nothing got too out of hand, and fell asleep with her dear sister, now cumdump.

Mira awoke to a welcome sight. The theater was littered with her guests and her sluts as they slowly woke from there night of fun. Mira sat in her throne and motioned the mayor in his vulture mask. He slowly approached; his body exhausted from the night’s fun. He finally made it to Mira’s throne and knelt to kiss her feet. Once he had properly greeted his queen, he raised his head. “Yes, my queen?” Mira looked at him with barely concealed approval. “I promised you a reward and I always deliver on my promises.” She snapped her fingers and Kagura brought out Vulture’s daughter. She had a glazed look in her eyes but now her body was soft and curvy, perfect for being the mayor’s seedbed. “How about it? Is this what you wanted?” The mayor groped and fondled his daughter’s new breasts and nearly cried with happiness. He pressed his head to the floor, “Yes, my queen. Thank you for your kindness!” Mira bid him to raise his head, “That’s good because I have another job, I need you to do.” The mayor listened closely, determined not to miss a word. “I need you to arrange a meeting with Princess Fiore.”

**Notes for the Chapter:**

> And there you go. Mira completes her happy family of demons. Once again I apologize for the delay but while I was writing you mad lads pushed the story past 10k hits. This was such a surprise and I'm so happy that you all enjoy my work. To celebrate the 10k milestone I want to do something special for all of you. I'll probably post a poll as a story or set one up in my discord. If you have any ideas for the 10k milestone feel free to drop them in the comments
> 
> https://discord.gg/6qTvpxY

**Author's Note:**

> I hope you enjoyed this entry into my work. I hope to continue on with this work and have some interesting chapters planned out if this is received well. Comments and feedback are welcome but please remain civil.


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